Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) 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 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 incurrence 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 on the Borrower or any date any Group Member of its Subsidiaries shall receive any proceeds from any sale, lease, transfer or disposition to any Person of any 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 immediately upon receipt thereof apply in accordance with Section 2.9 an amount in cash equal to 100% of the Net Cash Sale Proceeds from any Asset Sale such sale, lease, transfer 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 disposition to the Reinvestment Prepayment Amount Lenders as a mandatory repayment of outstanding Loans and reduction in the remaining Loan Commitment in accordance with respect to the relevant Reinvestment Event shall be applied toward the prepayment requirements of the Loans as set forth in Section 2.5(d)2.8. (b) If on the Borrower or any date of determination its Subsidiaries shall receive any proceeds from any incurrence by the aggregate principal amount Borrower or any of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asits Subsidiaries of Permitted Interim Financing, an “Over Advance”), then the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) immediately upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to receipt thereof 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), 2.9 an amount equal to 100% of the Net Cash Debt Proceeds thereof shall be applied on from the date Permitted Interim Financing to the Lenders as a mandatory repayment of such incurrence toward outstanding Loans and reduction in the prepayment remaining Loan Commitment in accordance with the requirements of the Loans as set forth in Section 2.5(d)2.8. (dc) Amounts If the Borrower enters into any Acquisition Agreement relating to be applied in connection with prepayments made a CDnow Takeover Proposal or there is consummated a Third Party Tender Offer or the Merger Agreement is terminated pursuant to Section 2.5 shall be applied 10.01 (c) (to the prepayment extent that one or more of the Loans in accordance with Section 2.9. Each prepayment breaches of the Loans under Section 2.5 shall be accompanied by accrued interest to representations, warranties, covenants and agreements of CDnow that formed the date basis of such prepayment on termination could reasonably be expected to have been avoided had CDnow used its reasonable best efforts to ensure the amount prepaid 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 Loan Commitment shall automatically and immediately terminate and the prepayment premium pursuant 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 Section 2.6time 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 the Borrower, and the obligation of the Lenders to make any Loans hereunder shall thereupon terminate.

Mandatory Prepayments. (a) If on Without reducing the Revolving Loan Facility or 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 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Revolving Loan Commitments, the Borrower shall prepay the Loans as follows: (i) If, at any time, the Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations then outstanding exceeds the Revolving Loan Facility at such time, the Borrower shall immediately (A) prepay the Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, (B) then prepay the Revolving Loans to the extent Revolving Loans in a sufficient amount are then outstanding, in an aggregate principal amount equal to such Over Advance excess and (C) Cash Collateralize the Obligations in respect of the outstanding 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 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 such excess or such increase in such excess; provided, however, that: (A) no such prepayment shall be required in 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 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 such 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 dateNet 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 the lesser of (i) the amount of such Net Cash Proceeds and (ii) the 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 Net Cash Proceeds. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of such assets or investments, the 180-day period provided in clause (B) above in the preceding sentence shall elapse without the occurrence of the 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 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 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 2.5(b2.06(c)(iii) so long as with respect to any event resulting in the receipt of Extraordinary Receipts (ia “Relevant Event”) if the aggregate amount 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 Over Advances on such date does not exceed $3,000,000excess Net Cash Proceeds in property, plant, equipment, other replacement assets, and/or investments (iiincluding joint ventures) no Default or Event of Default has occurred and is continuing, (iii) an amount equal in Food-Related Businesses to the extent (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited excess Net Cash Proceeds are in fact committed to be reinvested by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate Person pursuant to Section 6.2 a purchase contract providing for the acquisition of such replacement assets that is executed by such Person and the related seller within one year from the date of 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 Default 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 DefaultDefault shall occur and only so long as continuing, then, upon request of the Administrative Agent or the Required Lenders, the Borrower either (i) directs 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 to apply or the proceeds Required Lenders, the Borrower shall deposit the Net Cash Proceeds from such Relevant Event which result in an excess over the Over Advance Account equal $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 then applicable Over Advances Administrative Agent (which interest-bearing account shall be subject to the prepayment a security interest in favor of the Loans (with Collateral Agent for the remaining balance to be paid to benefit of the Secured Parties that is perfected by the Borrower in entering into a control agreement and other documentation reasonably requested by the Administrative Agent) until such account designated 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 (ii2) only 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 no Over Advance exists on any such datePermitted Indebtedness is issued or incurred to finance, directs directly or indirectly, the Administrative Agent 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 Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) deposit all amounts other Obligations in the Over Advance Account to such account designated by the Borrower manner set forth in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.22.06(e), in each case, in an aggregate principal amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward of such excess or such increase in such excess. (v) On or prior to the prepayment 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 as and the other Obligations in the manner set forth in Section 2.5(d)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. (dvi) Amounts 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 be applied 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 prepayments made pursuant 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 2.5 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 be applied 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 prepayment of 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 accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to the date any event within 10 Business Days) following receipt of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6notice.

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth 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 2.5(d2.08(i). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment Upon any scheduled or interim redetermination of the Loans amount of the Borrowing Base in accordance with Section 2.92.07(d) or adjustment under Section 8.13(c) at any time, if the total Revolving Credit Exposures exceeds the 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 New 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), (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 pay to the Administrative Agent on behalf of the Lenders an amount equal to 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) prepay Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all 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(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 disposition 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 under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenWithin five days after delivery to Agent of Borrowers' audited annual financial statements pursuant to Section 9.1.2 (the "ECF Payment Date"), unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward commencing with the prepayment delivery to Agent of the Loans as set forth in Section 2.5(d); providedaudited annual financial statements for the Fiscal Year ending December 31, that2017, notwithstanding the foregoing, Borrowers shall (i) deliver to Agent a written calculation of Excess Cash Flow for such Fiscal Year, certified by a Senior Officer of 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 Ultimate Parent, and (ii) on each Reinvestment Prepayment Date(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 Reinvestment Prepayment Amount with respect result of (to the relevant Reinvestment Event shall be applied toward the prepayment extent positive) (1) 75% of the Loans as set forth in Section 2.5(d). Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (b2) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds all payments made by the Borrowing Base (Borrowers pursuant to Section 5.2.3 for such excess amount being referred Fiscal Year or, at the option of the Borrowers, prior to herein the ECF Payment Date, so long as, an “Over Advance”)to the extent any deduction is made pursuant to the foregoing clause (2) after such Fiscal Year and prior to when such Excess Cash Flow prepayment is due, the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower prepayment shall not be required deducted with respect to make a the Excess Cash Flow prepayment pursuant for the succeeding Fiscal Year, or (B) if the Leverage Ratio is less than or equal to this Section 2.5(b) so long 3.25:1.00 as (i) of the aggregate last day of such Fiscal Year, prepay the outstanding principal amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) the Term Loans in an amount equal to the result of (Ato the extent positive) 110(1) 50% of the Excess Cash Flow of the Ultimate Parent and its Subsidiaries for such Fiscal Year minus (2) the aggregate principal amount of Loans 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 deduction is made pursuant to the foregoing clause (2) after such Fiscal 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 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 any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by sale or other transfer of Inventory and Accounts in the Borrower on such date Ordinary Course of Business), Borrowers shall prepay the Term Loan in an interest-bearing segregated account subject amount equal to the sole dominion Net Proceeds of such disposition; provided that so long as no Event of Default shall have occurred and control 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 Administrative Agent 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 “Over Advance Account”)same or similar functions within the 180 day period referred to in clause (i) provided that, and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant extent such disposition relates to Section 6.2 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 occurrence of a Default or an Event of Defaultextent such disposition relates to Term Priority Collateral, the Borrower either such Term Priority Collateral Proceeds shall be applied (i) directs first, to the Administrative Agent Term Loan until paid in full and (ii) second, to apply 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 Over Advance Account 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 then applicable Over Advances recipient of any such proceeds may reinvest such proceeds (only to the prepayment extent that the aggregate amount of such proceeds from any single casualty or condemnation award do not exceed $7,000,000) within (i) 180 days of such disposition in replacement assets performing the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) same or similar functions or (ii) only 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 no Over Advance exists on such dateproceeds of insurance or condemnation award relates to ABL Priority Collateral, directs such ABL Priority Collateral Proceeds shall be applied (i) first, to Revolver Debt until paid in full and (ii) second, to the Administrative Agent 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 Term Loan until paid in full and (ii) second, to the Administrative Agent thereafter shall promptlyRevolver Debt until paid in full; (d) Concurrently with any issuance of Equity Interests (including issuances of Equity Interests constituting Equity Cure Contributions, but in any event within two excluding issuances of Equity Interests constituting "Equity Cure Contributions" (2) Business Days of receiving such direction) deposit all amounts as defined in the Over Advance Account to such account designated by the Borrower in writing at such time. (cRevolver Loan Agreement)) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred Obligor, Borrowers shall prepay the Term Loan in accordance with Section 7.2), an amount equal to 100% the net proceeds of such issuance; (e) Concurrently with any issuance of Debt (other than Debt permitted by Section 9.2.1) by any Obligor, Borrowers shall prepay the Net Cash 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 thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth (i) first, to Revolver Debt until paid in Section 2.5(d). full and (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied second, to the prepayment of the Term Loans until paid 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 2.6full.

Mandatory Prepayments. (a) [Reserved]. (b) 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 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 2.5(d2.12(e); provided, that, 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 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 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 incurrence toward the prepayment of the Loans as set forth in Section 2.5(d2.12(e). (d) [Reserved]. (e) Amounts to be applied in connection with prepayments made pursuant to this Section 2.5 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 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 2.92.15(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 and/or the 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 2.5 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 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 prepayment 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. Any Term Loan Lender that wishes to exercise its option to decline such 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 reasonable detail the calculation of the amount of such prepayment 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 premium fee shall be payable in respect of any mandatory prepayments made pursuant to this Section 2.62.12.

Mandatory Prepayments. (a) If 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 date (together with interest accrued thereon and any Group Member shall receive Net Cash Proceeds from any Asset Sale 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 all Swing Line Advances, Letter of Credit Advances, Licensee Loans and Undrawn Amounts does not exceed the aggregate amount of the Commitments as then reduced. Each such payment or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds prepayment shall be applied to repay or prepay first to Swing Line Advances outstanding on the date of such date toward prepayment and then, ratably to the prepayment Advances 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)several Banks. (b) If on any date of determination In the event that: (1) the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asall Advances, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of together with the aggregate principal amount of Loans (excluding the Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts at any Additional Loans) one time outstanding on such date minus (B) shall at any time exceed the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default Base; 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 the aggregate principal amount of receiving 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 directiontime, the Borrowers shall immediately repay so much of the Advances and Swing Line Advances as is necessary in order that: (1) deposit the aggregate principal amount of the Advances thereafter outstanding, together with the aggregate principal amount of the Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts shall not exceed the Borrowing Base; and (2) the aggregate principal amount of the Advances thereafter outstanding, together with the aggregate principal amount of the Swing Line Advances, Licensee Loans, Letter of Credit Advances and Undrawn Amounts shall not exceed the aggregate amount of the Commitments of all amounts in of the Over Advance Account to such account designated by the Borrower in writing Banks 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 incurrence 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 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If the aggregate Net Cash Proceeds Agent notifies the Company on the second Business Day prior to any interest payment date that the sum 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 (iiA) 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 all Advances denominated in Dollars plus the Available Amount of Letters of Credit denominated in Dollars then outstanding plus (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (iB) the aggregate amount of Over Advances on such date does not exceed $3,000,000, Equivalent in Dollars (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to both (A) 110% and (B) determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of Loans (excluding any Additional Loans) all Advances denominated in Committed Currencies plus the Available Amount of all Letters of Credit denominated in Committed L/C Currencies then outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control exceeds 105% of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 aggregate Revolving Credit Commitments 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 Lenders on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptlyBorrowers shall, but in any event within two (2) Business Days after receipt of receiving such direction) deposit all amounts in notice, prepay the Over Advance Account to such account designated outstanding principal amount of any Advances owing by the Borrower Borrowers in writing at an aggregate amount sufficient to reduce such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), sum after such payment to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Revolving Credit Commitments of the Loans as set forth in Section 2.5(d)Lenders. The Agent shall provide such notice to the Company at the request of any Lender. (dii) Amounts to be applied in connection with prepayments Each prepayment made pursuant to this Section 2.5 2.10(b) shall be applied to the prepayment of the Loans in accordance made together with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium of a Eurocurrency Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrowers shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Company and the Lenders.

Mandatory Prepayments. (ai) Following 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 Term Loans prepaid pursuant to Section 2.11(a)(i) (such prepayments to be applied as set forth in clause (v) below) and (y) the aggregate principal amount of Revolving Loans prepaid pursuant to Section 2.11(a)(i) (solely to the extent accompanied by a permanent reduction of the Aggregate Revolving Commitments in the same amount). (ii) If on the Borrower or any date of its Restricted Subsidiaries Disposes of any Group Member shall receive property pursuant to Section 7.04(e)(ii) which results in the realization by such Person of Net Cash Proceeds from any Asset Sale or Recovery Event thenProceeds, unless a Reinvestment Notice the Borrower shall be delivered in respect thereof, 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 on in such date toward 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 2.5(d2.11(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, thathowever, notwithstanding that with respect to any Extraordinary Receipts, at the foregoingelection of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such Extraordinary Receipts), (i) and so long as no Default or Event of Default shall have occurred and be continuing, the aggregate Borrower or such Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds of Asset Sales and Recovery Events that may 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 excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, extended for an amount equal to the Reinvestment Prepayment Amount additional 180 days with respect to the relevant Reinvestment Event 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 toward to the prepayment of the Loans as set forth in this Section 2.5(d2.11(b)(iv). (bv) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 incurrence 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 Loans pursuant to the Loans under foregoing provisions of this Section 2.5 2.11(b) shall be accompanied by accrued interest made without penalty or premium and shall be applied, first, ratably to each Term Loan Facility and to the date principal repayment installments thereof on a pro rata basis and, second, to a permanent reduction of such prepayment on the amount prepaid and Revolving Commitments under the prepayment premium pursuant to Section 2.6Revolving Facility in direct order of maturity.

Mandatory Prepayments. (a) 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 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)[reserved]. (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 7.27.2 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 2.5(d2.12(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 2.5 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 “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 ▇▇▇▇ ▇▇▇▇▇▇▇ 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 in accordance with Section 2.92.15(c) (with no corresponding permanent reduction in the Revolving Commitments); and third, to 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 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 2.5 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 Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such 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 reasonable detail the calculation of the amount of such prepayment 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 premium fee shall be payable in respect of any mandatory prepayments made pursuant to this Section 2.62.12.

Mandatory Prepayments. (a) If 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoingCalculation Date, (i) the aggregate Net Cash Proceeds Total Outstanding Extensions of Asset Sales and Recovery Events that may be excluded from Credit exceed the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and 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 each Reinvestment Prepayment Datesuch 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 prepayment of Loans required by this paragraph, the Total Outstanding Extensions of Credit at such time exceed the Total Commitments at such time, the Company or the applicable Foreign Borrower shall, without notice or demand, immediately deposit in a Cash Collateral Account, for the benefit of the Lenders, upon terms reasonably satisfactory to the Administrative Agent an amount equal to the Reinvestment Prepayment Amount with respect amount of such remaining excess. The Administrative Agent shall apply any cash deposited in any Cash Collateral Account (to the relevant Reinvestment Event shall be applied toward extent thereof) to pay any Reimbursement Obligations which are or become due thereafter and/or to repay Multicurrency Loans at the prepayment end of the Loans Interest Periods therefor, as set forth in Section 2.5(d). the case may be, provided that, (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(bx) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (shall release to the “Over Advance Account”), 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 (iv) upon the earlier of (Ay) the next date on which Administrative Agent may so apply such cash at any time after the Borrower is required to deliver occurrence and during the continuation of an Event of Default. “Cash Collateral Account” means an account specifically established by the Borrowers with the Administrative Agent for purposes of this Section 2.17 and hereby pledged to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs over which the Administrative Agent to apply shall have exclusive dominion and control, including the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment right 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 withdrawal for application in accordance with this Section 7.2)2.17. For the avoidance of doubt, an amount equal to 100% of the Net Cash Proceeds thereof any amounts paid by any Foreign Borrower shall be applied on solely to the date Loans of such incurrence toward Foreign Borrower or 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 Reimbursement Obligations of such prepayment on Foreign Borrower or deposited in the amount prepaid and Cash Collateral Account in respect of Multicurrency Loans of such Foreign Borrower or in respect of Letters of Credit issued for the prepayment premium pursuant to Section 2.6account of such Foreign Borrower.

Mandatory Prepayments. (a) 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 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 DateIf, 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 date, the sum of determination (A) the aggregate principal amount of Loans all Advances denominated in Dollars then outstanding plus (excluding any Additional LoansB) outstanding exceeds the Borrowing Base Equivalent in Dollars (such excess amount being referred to herein as, an “Over Advance”), determined on the Borrower shall prepay the Loans in an aggregate amount equal third Business Day prior to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) all Advances denominated in Foreign Currencies then outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control exceeds 103% of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 aggregate Commitments 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 Lenders on such date, directs the Administrative Agent to (Company and each other Borrower, if any, shall thereupon promptly prepay the Administrative Agent thereafter shall promptly, but in outstanding principal amount of any event within two (2) Business Days of receiving Advances owing by such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at an aggregate amount sufficient to reduce such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), sum to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Commitments of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection Lenders on such date, together 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 any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium 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 shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.09(b)(i) to the Borrowers and the Lenders. (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Major Currencies then outstanding plus (B) the Equivalent in Dollars of the aggregate principal amount of all Competitive Bid Advances denominated in Foreign Currencies then outstanding, 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 sufficient to reduce such sum to an amount not to exceed $500,000,000, together with any interest accrued to the date of such prepayment on the principal amounts prepaid. The Agent shall give prompt notice of any prepayment required under this Section 2.09(b)(ii) to the Borrowers and the Lenders.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (g) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.11(d). (b) 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 within three (3) Business Days of such date toward the prepayment of the Term Loans as set forth in Section 2.5(d2.11(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 15,000,000 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 Term Loans as set forth in Section 2.5(d2.11(d). (bc) If on If, for any date Fiscal Year of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds Borrower commencing with the Borrowing Base (such excess amount being referred to herein asFiscal Year ending January 29, an “Over Advance”)2012 there shall be Excess Cash Flow, the Borrower shall prepay shall, on the Loans in relevant Excess Cash Flow Application Date (as defined below), apply an aggregate amount (the “ECF Application Amount”) equal to (i)(A) such Over Advance on such date. Notwithstanding Excess Cash Flow multiplied by (B) the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as relevant ECF Percentage minus (iii) the aggregate amount of Over Advances on all prepayments of Revolving Loans, Canadian Revolving Loans, Additional Revolving Loans and Swingline Loans during such date does not exceed $3,000,000, Fiscal Year (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of during the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject current Fiscal Year but prior to the sole dominion and control relevant Excess Cash Flow Application Date, in which case such amount shall not be deducted in any subsequent calculation of the Administrative Agent (the “Over Advance Account”), and (ivExcess Cash Flow) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 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 dateFiscal Year (or during the current Fiscal Year but prior to the relevant Excess Cash Flow Application Date, directs the Administrative Agent to (and the Administrative Agent thereafter in which case such amount shall promptly, but not be deducted in any event within two (2) Business Days subsequent calculation 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 7.2Excess Cash Flow), 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 as set forth in Section 2.5(d2.11(d). Each such prepayment 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 in connection with prepayments made pursuant to Section 2.5 2.11 shall be applied to the prepayment of the Term Loans in accordance with Section 2.92.17(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 2.5 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6prepaid.

Mandatory Prepayments. (a) If Promptly (and in any event within two Business Days) after the consummation by any Credit Party of any Asset Disposition pursuant to Section 9.5 that creates a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency) pursuant to Section 4.6, Borrower shall (i) apply a portion of the Net Cash Proceeds equal to such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency) as a mandatory prepayment on the Loans and (ii) if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of Letter of Credit Exposure, deposit with Administrative Agent on behalf of the Banks an amount equal to such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency) to be held as cash collateral to the extent required pursuant to Section 2.1(b); provided that the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. Notwithstanding the foregoing, if an Event of Default exists on the date of the consummation of any Group Member shall receive Asset Disposition, then, unless Required Banks and Borrower agree otherwise, all Net Cash Proceeds from any such Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds Disposition shall be applied as a mandatory prepayment on such date toward the prepayment of the Loans as set forth in accordance with 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(d3.2(c). (b) If on Promptly (and in any date event within two Business Days) after the incurrence or issuance by any Credit Party of determination the aggregate principal amount of Loans (excluding any Permitted Additional Loans) outstanding exceeds the Debt that creates a Borrowing Base (such excess amount being referred Deficiency pursuant to herein asSection 4.7, an “Over Advance”), the Borrower shall (i) prepay the Loans in an aggregate principal amount equal to such Over Advance Borrowing Base Deficiency, and (ii) if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of Letter of Credit Exposure, deposit with Administrative Agent on behalf of the Banks an amount equal to such dateBorrowing Base Deficiency to be held as cash collateral to the extent required pursuant to Section 2.1(b); provided that the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or if an Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% exists on the date of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control incurrence or issuance of the Administrative Agent (the “Over Advance Account”)Permitted Additional Debt, then, unless Required Banks and (iv) upon the earlier of (A) the next date Borrower agrees otherwise, all proceeds from any such Permitted Additional Debt shall be applied as a mandatory prepayment on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 (in accordance 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 timeSection 3.2(c). (c) If Upon any Indebtedness termination or reduction of the Aggregate Maximum Credit Amount pursuant to Section 2.9 or any reduction in the Aggregate Elected Commitment Amount pursuant to Section 2.15(f) that results in the Outstanding Revolving Credit exceeding the Total Commitment, on the effective date of any such termination or reduction, Borrower shall be incurred by any Group Member prepay the Loans (excluding any Indebtedness incurred together with accrued interest thereon) in accordance with Section 7.2), an amount sufficient to cause the Outstanding Revolving Credit to be equal to 100% or less than the Total Commitment as thereby reduced (and Administrative Agent shall distribute to each Bank in like funds that portion of any such payment as is required to cause the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment principal balance of the Loans held by such Bank to be not greater than its Commitment as set forth in thereby reduced), and any such payment shall be accompanied by amounts due under Section 2.5(d3.3). (d) Amounts to be applied If, as of the end of the last Business Day of any calendar month (each such date, a “Specified Consolidated Cash Balance Test Date”), commencing with the calendar month ending June 2021, the Consolidated Cash Balance exceeds the Consolidated Cash Balance Threshold, then the Borrower shall promptly (and in connection with prepayments made pursuant to Section 2.5 shall be applied any event within three (3) Business Days after such Specified Consolidated Cash Balance Test Date), prepay the Borrowings in an aggregate principal amount equal to the prepayment lesser of (A) the amount of such excess and (B) the unpaid principal balance 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 2.6Borrowings.

Mandatory Prepayments. (a) If 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 date (together with interest accrued thereon and any Group Member shall receive Net Cash Proceeds from any Asset Sale 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 Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds prepayment 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 first to a Reinvestment Notice shall not exceed $250,000 any Swing Advances outstanding, and (ii) on each Reinvestment Prepayment Date, an amount equal then applied to prepay ratably to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment Revolver Advances of the Loans as set forth several Lenders outstanding on the date of payment or prepayment in Section 2.5(d)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) If on any date of determination In the event that the aggregate principal amount of Loans (excluding all Advances at any Additional Loans) one time outstanding exceeds shall at any time exceed the Borrowing Base (aggregate amount of the Revolver Commitments of all of the Lenders at such excess amount being referred to herein as, an “Over Advance”)time, the Borrower shall prepay immediately repay so much of the Loans Advances as is necessary in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of order that the aggregate principal amount of Loans the Advances thereafter outstanding, shall not exceed the aggregate amount of the Revolver Commitments of all of the Lenders at such time. Each such payment or prepayment shall be applied (excluding i) first to any Additional LoansSwing 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. (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 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 minus of payment or prepayment in the following order or priority: (Bi) first, to Base Rate Advances, and (ii) lastly to Euro-Dollar Advances. (e) If at any time (i) the Administrative Agent on behalf of the 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 Borrowing Base is deposited by not true and correct, then upon the earlier of the Borrower’s receipt of notice from the Administrative Agent or the Borrower on becoming aware thereof, the Borrower shall either (x) repay the Advances outstanding (together with any amounts owing under Article VIII relating to such date in an interest-bearing segregated account subject repayment) to the sole dominion extent required by Section 2.11(c) after giving effect to the exclusion of such ineligible Portfolio Investment from the Borrowing Base, or (y) substitute an Eligible Investment for such 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 giving effect to the inclusion of the substitute Eligible Investment, no repayment of any Advances outstanding 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 control warranties of the Borrower contained in Article IV shall be true and correct 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 “Over Advance Account”), date of substitution and (iv) upon the earlier of (A4) the next date on which the Borrower is required to shall deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 incurrence toward the prepayment substitution (A) a certificate of a Responsible Officer certifying that each of the Loans foregoing is true and correct as set forth in Section 2.5(dof such date and (B) a Borrowing Base Certification Report (including a calculation of Borrowing Base after giving effect to such substitution). (df) Amounts to be applied in connection with prepayments [Intentionally Omitted]. (g) Any repayment or prepayment made pursuant to this Section 2.5 shall not affect the 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 Hedging Agreement. (h) Any repayment or prepayment made pursuant to this Section shall be applied to in cash without any prepayment premium or penalty (but including all breakage or similar costs) on the prepayment customary terms 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 2.6Administrative Agent.

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a Reinvestment Notice shall not exceed $250,000 and 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). (ii) Upon any redetermination 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 equal to such excess, and (B) if the Borrower prepays such Borrowings pursuant to clause (A) of this subsection and any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on each Reinvestment Prepayment 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 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 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 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 Reinvestment Prepayment Amount with respect lesser of such excess and the amount of such LC Exposure to the relevant Reinvestment Event be held as cash collateral as provided in Section 2.08(j). The Borrower shall be applied toward obligated to make such prepayment and/or deposit of cash collateral on the prepayment date it or any Restricted Subsidiary receives cash proceeds as a result 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be sale; provided that all payments required to make a prepayment be made pursuant to this Section 2.5(b3.04(c)(iv) so long as (i) the aggregate amount of Over Advances must be made on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject prior to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 timeTermination Date. (cv) If any Indebtedness Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be incurred by applied, first, ratably to any Group Member 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. (excluding any Indebtedness incurred in accordance with vi) Each prepayment of Borrowings pursuant to this Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof 3.04(c) shall be applied on the date of such incurrence toward the prepayment of ratably to the Loans as set forth included in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made the prepaid Borrowings. Prepayments pursuant to this 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 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) 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 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 [INTENTIONALLY OMITTED] (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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 No later than two (2) Business Days following receipt of receiving such direction) deposit all amounts 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 Over Advance Account 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 such account designated by the Senior Loan Subordination Agreement, Borrower in writing at such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred prepay the outstanding Obligations in accordance with Section 7.2), clause (d) below in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on in excess of $500,000 in any fiscal year of Borrower received by such Person in connection with such sales or dispositions to the date extent that the aggregate amount of such incurrence toward the Net Cash Proceeds received by Borrower and its Subsidiaries (and not paid to Agent as a prepayment of the Loans as set forth Obligations) for all such sales or dispositions shall exceed $500,000 in Section 2.5(d). any fiscal year. Nothing contained in this subclause (dii) Amounts shall permit Borrower or any of its Subsidiaries to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the prepayment sell or otherwise dispose of the Loans any property or assets other than in accordance with Section 2.9. Each prepayment 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) through (c) and (e) through (g) of Section 6.1) after the Closing Date, or the sale or issuance by Borrower or any 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 Loans under Section 2.5 shall be accompanied by accrued interest exercise of options, warrants or subordinated convertible debentures outstanding prior to the date Closing Date or the exercise of rights with respect to any Capital Stock based compensation awarded to officers, directors or employees of Borrower, Borrower shall prepay the outstanding principal of the Obligations in accordance with clause (d) in an amount equal to 50% of the Net Cash Proceeds received by Borrower or its Subsidiaries in connection with such prepayment on sale, issuance, or incurrence. The provisions of this subsection (iv) shall not be deemed to be implied consent to any such sale, issuance, or incurrence otherwise prohibited by the amount prepaid terms and the prepayment premium pursuant to Section 2.6conditions of this Agreement.

Mandatory Prepayments. (a) If If, on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thendate, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment sum of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds principal amount 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 all Advances denominated in Dollars then outstanding plus (ii) the Equivalent in Dollars (determined 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal third Business Day prior to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans all Advances denominated in Alternative Currencies then outstanding plus (excluding any Additional Loans) outstanding on such date minus (Biii) the Borrowing Base is deposited by the Borrower on such date aggregate Available Amount of all Letters of Credit denominated in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and Dollars then outstanding plus (iv) upon the earlier of Equivalent in Dollars (Adetermined on the third Business Day prior to such date) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 aggregate Available Amount of all Letters of Credit denominated in Alternative Currencies then outstanding exceeds 103% of the remaining balance to be paid to aggregate Commitments of the Borrower in such account designated by the Borrower) or (ii) only to the extent no Over Advance exists Lenders on such date, directs the Administrative Agent to Company and each other Borrower, if any, shall thereupon promptly prepay the outstanding principal amount of any Advances owing by such Borrower in an aggregate amount (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) or deposit all amounts an amount in the Over Advance Account Cash Deposit Account) sufficient to reduce such account designated sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the Borrower amount in writing at such time. (cthe Cash Deposit Account) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Commitments of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection Lenders on such date, together 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 any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium of a Term Rate Advance on a date other than the last day of an Interest Period or an Alternative Currency Daily Rate Advance other than on an Interest Payment Date applicable thereto, any additional amounts which such Borrower shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrowers and the Lenders.

Mandatory Prepayments. (a) 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 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 DateIf, 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 date, the sum of determination (A) the aggregate principal amount of Loans all Advances denominated in Dollars then outstanding plus (excluding any Additional LoansB) outstanding exceeds the Borrowing Base Equivalent in Dollars (such excess amount being referred to herein as, an “Over Advance”), determined on the Borrower shall prepay the Loans in an aggregate amount equal third Business Day prior to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans all Advances denominated in Foreign Currencies then outstanding plus (excluding any Additional Loans) outstanding on such date minus (BC) the Borrowing Base is deposited by aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (D) the Borrower Equivalent in Dollars (determined on the third Business Day prior to such date in an interest-bearing segregated account subject to the sole dominion and control date) of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier aggregate Available Amount of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence all Letters of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds Credit denominated in the Over Advance Account equal to the Major Currencies then applicable Over Advances to the prepayment outstanding exceeds 103% of the Loans (with aggregate Commitments of 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 Lenders on such date, directs the Administrative Agent to Company and each other Borrower, if any, shall thereupon promptly prepay the outstanding principal amount of any Advances owing by such Borrower in an aggregate amount (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) or deposit all amounts an amount in the Over Advance Account Cash Deposit Account) sufficient to reduce such account designated sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the Borrower amount in writing at such time. (cthe Cash Deposit Account) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Commitments of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection Lenders on such date, together 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 any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium 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 shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(i) to the Borrowers and the Lenders. (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Major Currencies then outstanding 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 prepayment 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. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a Reinvestment Notice shall not exceed $250,000 and 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). (ii) Upon any redetermination 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 equal to such excess, and (B) if the Borrower prepays such Borrowings pursuant to clause (A) of this subsection and any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on each Reinvestment Prepayment 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 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 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 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 Reinvestment Prepayment Amount with respect lesser of such excess and the amount of such LC Exposure to the relevant Reinvestment Event be held as cash collateral as provided in Section 2.08(j). The Borrower shall be applied toward obligated to make such prepayment and/or deposit of cash collateral on the prepayment date it or any Subsidiary receives cash proceeds as a result 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be sale; provided that all payments required to make a prepayment be made pursuant to this Section 2.5(b3.04(c)(iv) so long as (i) the aggregate amount of Over Advances must be made on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject prior to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 timeTermination Date. (cv) If any Indebtedness Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be incurred by applied, first, ratably to any Group Member 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. (excluding any Indebtedness incurred in accordance with vi) Each prepayment of Borrowings pursuant to this Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof 3.04(c) shall be applied on the date of such incurrence toward the prepayment of ratably to the Loans as set forth included in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made the prepaid Borrowings. Prepayments pursuant to this 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 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless the Aggregate Usage exceeds the then applicable Borrowing Base (including if due to the exclusion of 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 Watched Loan 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 calculation 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred pursuant to herein as, an “Over Advance”Section 9.1), the Borrower Borrowers shall prepay the Loans in an aggregate amount equal sufficient to such Over Advance reduce the Aggregate Usage to the then applicable Borrowing Base amount as follows: If on such date. Notwithstanding any date the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as Aggregate Usage: (i) is greater than 105% of the aggregate 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 Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% five (5) Business Days from either the Administrative Agent’s written approval of the aggregate principal amount Initial Borrowing Base Certificate pursuant to Section 9.1.3 or its delivery of Loans (excluding any Additional Loans) outstanding on such date minus 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 is deposited by the Borrower on such date in an interest-bearing segregated account subject Certificate was delivered to the sole dominion and control of the Administrative Agent (the “Over Advance AccountPrepay Period”) prepay the outstanding principal amount of the Loans in an amount necessary to reduce the Aggregate Usage to an amount less than or equal to 100% of such 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 Prepay Period. In the event that such Approved Financing if added to the Borrowing Base using an agreed BB Nominal Value and 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 new Approved Financing is subsequently added to the Borrowing Base (ivfollowing the satisfaction of conditions precedent set forth in this Agreement including, without limitation Section 6.2) upon as an Approved Additional Collateral Event prior to the earlier expiration of (A) the next date on which 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 (but in no event later than the expiration of the Prepay Period) as the Aggregate Usage is required equal to deliver or less than the Borrowing Base amount; provided further that, nothing herein shall relieve the Borrowers of 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 pursuant is delivered whether Borrowers will elect to Section 6.2 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 Borrowing Base Certificate and (By) the occurrence of a Default or an Event of Default, date that is five (5) Business Days after the Borrower either (i) directs approval by the Administrative Agent of such Borrowing Base Certificate or Administrative Agents delivery of a revised certificate in response to apply such Borrowing Base Certificate and (II) on each Payment Date thereafter, in each case, to prepay the proceeds principal amount of the Loan Facility in accordance with the Over Advance Account terms of the Depositary Agreement until such time as the Aggregate Usage is equal to or less than 100% of the then applicable Over Advances to current Borrowing Base amount, (b) If the prepayment Interest Service Coverage Ratio as of the end of any Interest 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 last day of such period, prepay the outstanding principal amount of the Loans (with the remaining balance in an amount sufficient to cause such Interest Service Coverage Ratio to be paid at least equal to the Borrower in such account designated Interest Service Coverage Ratio Threshold, as evidenced by a new Borrowing Base Certificate that has been delivered by the Borrower) or (ii) only Borrowers to the extent no Over Advance exists on such date, directs the Administrative Agent to (following such payment, and the subsequently approved by 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 timeAgent. (c) If All of the Loans shall become due and payable in full and the Borrowers shall repay all Loans in full immediately upon the consummation of a merger or consolidation of any Indebtedness shall be incurred by any Group Member Guarantor Party (excluding any Indebtedness incurred as defined in the Guaranty) in accordance with Section 7.2), an amount equal to 100% 15(b)(xii)(A) of the Net Cash Proceeds thereof shall be applied on Guaranty or an acquisition by any Guarantor Party (as defined in the date of such incurrence toward the prepayment Guaranty) in accordance with Section 15(b)(xiv)(A) of the Loans as set forth in Section 2.5(d)Guaranty. (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 Any such Mandatory Prepayment shall be applied to the prepayment of the Loans as specified 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 2.65.5.

Mandatory Prepayments. (ai) If on If, after giving effect to (A) any date termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(b) or (B) any Group Member shall receive Net Cash Proceeds from any Asset Sale termination or Recovery Event thenreduction of the Aggregate Elected Commitment Amount, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment outstanding aggregate principal amount of the Loans as set forth plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts or the Aggregate Elected Commitment Amount, then the Borrower shall (1) prepay the Loans on the date of such termination or reduction in Section 2.5(d); providedan aggregate principal amount equal to the excess, 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 (ii2) if any excess remains after prepaying all of the Loans, pay to the Administrative Agent on each Reinvestment Prepayment Date, behalf of the Lenders an amount equal to the Reinvestment Prepayment Amount with respect excess to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans held as set forth cash collateral as provided in Section 2.5(d2.10(b). (bii) If on Upon any date redetermination of determination or adjustment to the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base in accordance with Section 2.08 (such excess amount being referred to herein as, an “Over Advance”other than Section 2.08(e) and (f)), if a Deficiency exists, then the Borrower shall 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 Over Advance on Deficiency, (B) pay such date. Notwithstanding the foregoingDeficiency in five (5) equal installments, the Borrower shall not be 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 Deficiency; provided that all payments required to make a prepayment be made pursuant to this Section 2.5(b2.07(b)(ii) so long as (i) must be made on or prior to the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, 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 prepaying all of the Loans as a result of an LC Exposure, provide to the Administrative Agent on behalf of the Lenders an amount equal to (A) 110% 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 the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) cash collateral upon the earlier effectuation of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default such termination 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 sale in accordance with Section 7.22.08(e), an amount equal to 100% removal of the Net Cash Proceeds thereof shall be applied on the date of such incurrence 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 Oil and Gas Properties in accordance with Section 2.9. Each prepayment 8.08 or of the Loans under such sale made in accordance with Section 2.5 shall 9.13; as applicable, provided that all payments required to be accompanied by accrued interest made pursuant to this Section 2.07(b)(iii) must be made on or prior to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6Termination Date.

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth 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 2.5(d2.08(j). (dii) Amounts If, other than upon any adjustment 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 equal to such Borrowing Base Deficiency, and (B) if any Borrowing Base Deficiency 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 Borrowing Base Deficiency to be applied held as Cash Collateral as provided in connection with prepayments 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 Asset Disposition or Swap Termination, as the case may be; provided that all payments required to be made pursuant to this Section 2.5 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 prepayment of Loans included in the Loans in accordance with prepaid Borrowings. Prepayments pursuant to this Section 2.9. Each prepayment of the Loans under Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If 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 date (together with interest accrued thereon and any Group Member shall receive Net Cash Proceeds from any Asset Sale 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 Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds prepayment shall be applied on such date toward first to any Swing Advances outstanding, and then ratably to the prepayment Revolver Advances of the Loans as set forth several Lenders outstanding on the date of payment or prepayment in Section 2.5(d); provided, that, notwithstanding the foregoing, following order or priority: (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant first, to a Reinvestment Notice shall not exceed $250,000 and Base Rate Advances; (ii) on each Reinvestment Prepayment Datesecond, an amount equal to the Reinvestment Prepayment Amount with respect Index Euro-Dollar Advances; and (iii) lastly, to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)Tranche Euro-Dollar Advances. (b) If on any date of determination In the event that the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asall Advances, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of together with the aggregate principal amount of Loans (excluding the Swing Line Advances and Letter of Credit Obligations at any Additional Loans) one time outstanding on such date minus (B) shall at any time exceed the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control aggregate amount of the Administrative Agent (Revolver Commitments of all of the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of DefaultBanks at such time, 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 shall immediately repay so much of the Loans (Advances and Swing Line Advances as is necessary in order that the aggregate principal amount of the Advances thereafter outstanding, together with the remaining balance to be paid to aggregate principal amount of the Borrower in such account designated by Swing Line Advances and Letter of Credit Obligations shall not exceed the Borrower) or (ii) only to aggregate amount of the extent no Over Advance exists on such date, directs Revolver Commitments of all of 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 Banks at such time. (c) If at any time the ratio of Total Indebtedness to Total Asset Value is in excess of 50%, the Borrower shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% immediately repay so much of the Net Cash Proceeds thereof 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 on the date of such incurrence toward payment or prepayment in the prepayment of the Loans as set forth in Section 2.5(d)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. (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. Within five (a5) If on Business Days after the Borrower's or any date of the Borrower's Subsidiaries' receipt of any Group Member proceeds of sale of (i) prior to the payment in full of all of the Indebtedness of the Borrower under the Other Credit Agreement, (A) a Security constituting a New Investment (other than pursuant to a sale of UAG Stock under Section 8.12), the Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless make a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the mandatory 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 greater of (I) an amount necessary to cause the Loans to be in compliance with respect Regulation U and (II) an amount equal to the relevant Reinvestment Event sum of (x) the then outstanding principal amount of the Loan (as defined in the Other Credit Agreement) plus (y) the then outstanding principal amount of the Loans, such sum multiplied by the applicable Prepayment Percentage and (B) UAG Stock under Section 8.12, the Borrower shall be applied toward the make a mandatory prepayment of the Loans in an amount equal to the net proceeds of sale of such UAG Stock (after deducting therefrom any payments required under the Asset Appreciation Agreement as set forth in Section 2.5(da result of such sale).; and (bii) If on any date after the payment in full of determination all of the aggregate principal amount Indebtedness of Loans the Borrower under the Other Credit Agreement, a Security (excluding any Additional Loansas defined in the Asset Appreciation Agreement) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)or a Primary Operating Asset, the Borrower shall prepay make or cause to be made a mandatory prepayment of the Loans in an aggregate amount equal to such Over Advance the greater of (A) an amount necessary to cause the Loans to be in compliance with Regulation U and (B) the 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 date. Notwithstanding date of payment due to the foregoingBorrower'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 pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 incurrence toward prohibition until 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 removal or termination of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6restriction.

Mandatory Prepayments. (ai) If on at 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 time the prepayment outstanding balance of the Loans as aggregate Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Revolving Borrowing Base, Borrower shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 2.5(d); provided, that, notwithstanding ANNEX B to the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant extent required to a Reinvestment Notice shall not exceed $250,000 and eliminate such excess. (ii) on each Reinvestment Prepayment DateImmediately upon receipt by any Credit Party of proceeds of any 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 the Reinvestment Prepayment Amount with respect all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction 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 relevant Reinvestment Event 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 toward the prepayment of the Loans as set forth in Section 2.5(d)accordance with CLAUSE (c) below. (biii) If on Holdings or Borrower issues any Stock (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 Business Day following the date of determination receipt of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asproceeds thereof, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to all such Over Advance on proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such date. Notwithstanding the foregoing, the Borrower prepayment shall not be required to make a prepayment pursuant to this Section 2.5(bapplied in accordance with CLAUSE (c) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and below. (iv) upon Borrower shall prepay the Obligations on the earlier of the date which is ten (10) days after (A) the next date on which Holdings' annual audited Financial Statements for the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate immediately preceding Fiscal Year are delivered pursuant to Section 6.2 ANNEX E and (B) the 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 date on which such annual audited Financial Statements were required to be paid delivered pursuant to the Borrower ANNEX E, 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 Excess Cash Flow for the Net immediately preceding Fiscal Year. Any prepayments from Excess Cash Proceeds thereof Flow paid pursuant to this CLAUSE (iv) shall be allocated to Borrower's Obligations based upon Borrower's relative contribution to Excess Cash Flow and shall be applied on the date of such incurrence 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 2.9CLAUSE (c) below. Each such prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to a certificate signed by Borrower's chief financial officer certifying the date of such prepayment on manner in which Excess Cash Flow, the amount prepaid resulting prepayment, and the prepayment premium pursuant method of allocation to Section 2.6Borrower's Obligations were calculated, which certificate shall be in form and substance satisfactory to Agent.

Mandatory Prepayments. (a) If 2.9.1 In the event and on each occasion that any date Net Proceeds are received by or on behalf of the Borrower or any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered Subsidiary in respect thereofof any Prepayment Event, the Borrower shall, not later than the date that is fifteen days after such Net Cash Proceeds shall be applied are received by or on such date toward the prepayment behalf of the Loans as Borrower or, subject to the limitations set forth in Section 2.5(d); providedthe proviso to this sentence, thatany Subsidiary, 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the LIBOR Loans in an aggregate principal amount equal to 100% of the amount of such Over Advance on such date. Notwithstanding the foregoing, Net Proceeds; provided that the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b2.9.1 in respect of any Prepayment Event described in clause (a) so long as or (c) of the definition of the term “Prepayment Event” resulting from an Asset Sale solely involving property of a Subsidiary or from the incurrence of Indebtedness of a Subsidiary, respectively, only to the extent that (i) the aggregate amount applicable Subsidiary is permitted under the terms of Over Advances on the Opco Credit Agreement, any Existing Term Loan Refinancing Documents or any other Indebtedness of any Subsidiary to distribute the Net Proceeds from such date does not exceed $3,000,000Asset Sale or incurrence of Indebtedness, directly or indirectly, to the Borrower after giving effect to the prepayment, mandatory offer or reinvestment requirements and terms, if any, set forth in the applicable Indebtedness documentation and (ii) no Default the applicable Subsidiary is permitted to distribute the Net Proceeds, directly or Event of Default has occurred and is continuingindirectly, (iii) an amount equal to (A) 110% the Borrower without violating any applicable Law or provisions of the aggregate Organizational Documents of such Subsidiary that are in effect on the Effective Date or come into effect after the Effective Date so long as any such limit on distributions to the Borrower were not put in place in contemplation of the requirements in this Section 2.9.1 (or, in the case of any Person that becomes a Subsidiary after the Effective Date, that are in effect on the date such Person becomes a Subsidiary so long as any such limit on distributions to the Borrower was not put in place in contemplation of the requirements in this Section 2.9.1); provided further that, once the restrictions set forth in the immediately preceding proviso with respect to such Subsidiary no longer apply, such Subsidiary shall promptly distribute the Net Proceeds from the applicable Prepayment Event (or the portion thereof that was not permitted to be distributed to the Borrower as a result of such restrictions, requirements or terms) to the Borrower and the Borrower shall promptly, and in no event less than 5 Business Days after the receipt thereof, make a prepayment pursuant to this Section 2.9.1 with such Net Proceeds (or portion thereof). 2.9.2 Prior to any mandatory prepayment of LIBOR Loans under Section 2.9.1, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment delivered pursuant to Section 2.9.3. 2.9.3 The Borrower shall notify the Lenders by telephone (confirmed by hand delivery or facsimile) of any mandatory prepayment hereunder not later than 11:00 a.m., three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the each Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject or portion thereof to the sole dominion be prepaid and control a reasonably detailed calculation of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 incurrence 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 2.9prepayment. Each prepayment of the Loans under Section 2.5 Prepayments shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and portion of the prepayment premium pursuant to Section 2.6LIBOR Loans so prepaid.

Mandatory Prepayments. (a) 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 Business Day the prepayment aggregate unpaid principal amount of all Revolving Loans then outstanding exceeds the amount of the Total Revolving Commitments, the Borrower shall prepay such Revolving 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 such excess to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth in Section 2.5(d)Lenders. (b) If on any date of determination Business Day the aggregate unpaid principal amount of all Revolving Loans (excluding owing to any Additional Loans) outstanding Lender exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Lender’s pro rata share based upon its Revolving Percentage, the Borrower shall prepay the such Revolving Loans owing to such Lender in an aggregate amount equal to such Over Advance on excess; provided, that no such date. Notwithstanding the foregoing, the Borrower prepayment shall not be required if all Lenders shall have consented, in their sole discretion, to make such Lender holding a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% non pro rata portion of the aggregate principal amount of Loans (excluding any Additional Revolving Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 on any Indebtedness shall be incurred by date the Borrower is required to prepay the Senior Obligations pursuant to Section 2.11 of the Senior Debt Agreement as a result of the issuance of any Group Member Indebtedness, the occurrence of any “Asset Sale” (excluding as defined in the Senior Debt Agreement) or any Indebtedness incurred Recovery Event or otherwise, the Borrower shall, on such date, prepay the Revolving Loan in accordance with Section 7.2), an amount equal to 100% the amount of “Net Cash Proceeds” (as defined in the Senior Debt Agreement) received from such issuance or occurrence in excess of the amount required to be applied to prepay the Senior Obligations at such time pursuant to the Senior Debt Agreement; provided that any such Net Cash Proceeds thereof shall that are permitted to be applied on (i) excluded from prepayment pursuant to the date terms of such incurrence toward the prepayment Section 2.11(b)(i) of the Loans as set forth Senior Debt Agreement or (ii) reinvested pursuant to the terms of Section 2.11(b)(ii) of the Senior Debt Agreement shall, in Section 2.5(dthe case of either clause (i) or clause (ii), be excluded from the foregoing requirement. (d) Amounts to be applied 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 connection with prepayments made pursuant to Section 2.5 2.7(b), the condition in Section 4.2 is not satisfied, such Revolving Loan shall be applied to the prepayment of the Loans in accordance with Section 2.9. become due and payable on such date. (e) Each prepayment of the Revolving Loans under this Section 2.5 2.6 shall be accompanied by payment of accrued interest interest, whether in cash or by the issuance of PIK Notes or additional Capital Stock of the Borrower to the date of such prepayment Lenders or any combination thereof, in each case, solely as requested by the Lenders, on the amount prepaid and the prepayment premium pursuant to Section 2.6prepaid.

Mandatory Prepayments. Except (ax) If on to the extent the Loan Parties are permitted to use 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 Extraordinary Receipts as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, cash collateral (i) in accordance with 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 Approved Budget and (ii) on each Reinvestment Prepayment Date, an amount equal to as permitted by the Reinvestment Prepayment Amount with respect to DIP Orders and (y) as provided in the relevant Reinvestment Event shall be applied toward last paragraph of this Section 2.11(b): (i) within 2 Business Days after the prepayment date of the Loans as set forth in Section 2.5(d). consummation of any Disposition (bother than Dispositions from a Loan Party to another Loan Party) If on by any date Borrower or any of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)its Subsidiaries, the Borrower Borrowers shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 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 Net Cash Proceeds from insurance or any condemnation, taking or other casualty, Borrowers shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds; and (iii) within 2 Business Days after the date of receipt by any Borrower or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the Loans an aggregate amount equal to 100% of such Extraordinary Receipts. (iv) Each prepayment of the Loan pursuant to this Section 2.11(a) or (b) shall be applied on the date of such incurrence 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 2.18(b); provided, that, to the extent any Net Cash Proceeds or Extraordinary Receipts required to prepay the Loans under Section 2.5 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 accompanied by accrued interest applied in accordance with the Prepetition Credit Agreement and the DIP Orders (except to the date of extent that the Loan Parties are permitted to use such prepayment on Net Cash Proceeds or Extraordinary Receipts as cash collateral in accordance with the amount prepaid 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 Agreement and the prepayment premium pursuant DIP Orders to Section 2.6prepay the Loans).

Mandatory Prepayments. (a) 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 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 other than any Indebtedness permitted to be incurred by any such Person in accordance with Section 7.26.1), concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in clause (f) of this Section 2.5(d2.6. (b) Subject to clause (d) of this Section 2.6, for any Excess Cash Flow Period, an amount equal to the excess of (i) ECF Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of Indebtedness constituting “long term indebtedness” under GAAP (other than Indebtedness in respect of any revolving credit facility), the aggregate amount of (1) all Purchases by the Borrower (determined by the actual cash purchase price paid by the Borrower for such Purchase and not the par value of the Loans purchased by the Borrower) pursuant to a Dutch Auction permitted hereunder and (2) voluntary prepayments of Loans made by the Borrower during the Specified Period for such Excess Cash Flow Period, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Loans as set forth in clause (f) of this Section 2.6. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than 10 Business Days after the date on which the financial statements of the Borrower referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders. (c) Subject to clause (d) of this Section 2.6, if, on any date, the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event in excess of $5,000,000 in any fiscal year, then, unless no Default or Event of Default has occurred and is continuing and the Borrower has determined in good faith that such Net Cash Proceeds shall be reinvested in its business (a “Reinvestment Event”), then such Net Cash Proceeds shall be applied within 10 Business Days of such date to prepay (A) outstanding Loans in accordance with this Section 2.6 and (B) at the Borrower’s option, outstanding Indebtedness that is secured by the Collateral on a pari passu basis incurred (x) as Permitted First Priority Refinancing Debt or (y) pursuant to Section 6.1(b)(vi) (collectively, “Other Applicable Indebtedness”); provided that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to any Asset Sale or Recovery Event, shall be applied to prepay the outstanding Loans as set forth in clause (f) of this Section 2.6. Any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only to (and not in excess of) the extent to which a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Loans in accordance with the terms hereof), unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their Pro Rata Share (determined on the basis of the aggregate outstanding principal amount of Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Loans. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within 10 Business Days after the date of such rejection) be applied to prepay Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding). (d) Notwithstanding anything to the contrary in this Agreement (including clauses (b) and (c) above), to the extent that any of or all the Net Cash Proceeds of any Asset Sale or Recovery Event by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries (or foreign branches of Domestic Subsidiaries) are prohibited or delayed by applicable local law from being repatriated to the United States (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors) or such repatriation would reasonably be expected to result in material adverse Tax consequences (as reasonably determined by the Borrower in consultation with the Administrative Agent), the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times set forth in this Section 2.6 but may be retained by the applicable Foreign Subsidiary or branch so long, but only so long, as such applicable local law will not permit repatriation to the United States or such material adverse Tax consequences would continue to result from such repatriation (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary or branch to promptly take commercially reasonable actions to permit such repatriation without violating applicable local law or incurring material adverse Tax consequences), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under such applicable local law or material adverse Tax consequences would no longer result from such repatriation, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than 10 Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.6. (e) The Borrower shall deliver to the Administrative Agent notice of each prepayment required under this Section 2.6 not less than 10 Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date and (ii) the principal amount of each Loan (or portion thereof) to be prepaid. The Administrative Agent will promptly notify each applicable Lender of such notice and of each such Lender’s Pro Rata Share of the prepayment. Each such Lender may reject all of its Pro Rata Share of the prepayment (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 P.M., New York City time, one (1) Business Day after the date of such Lender’s receipt of such notice from the Administrative Agent. Each Rejection Notice from a given Lender shall specify the principal amount of the prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the prepayment to be rejected, any such failure will be deemed an acceptance of the total amount of such prepayment. Any Declined Proceeds may be retained by the Borrower. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.6, a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. (f) Amounts to be applied in connection with prepayments made pursuant to this Section 2.5 2.6 shall be applied to the prepayment of the Loans in accordance with Section 2.92.12(b). The application of any prepayment of Loans pursuant to this Section 2.6 shall be made on a pro rata basis regardless of Type. Each prepayment of the Loans under this Section 2.5 2.6 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6prepaid.

Mandatory Prepayments. (a) 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 Except as set forth in Section 2.5(d4.03(b); provided, thata prepayment of Advances shall be required, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds without notice or demand 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 any kind to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans Borrower, as set forth in Section 2.5(d).follows: (ba) If if on any date of determination the aggregate principal amount of Loans Advances outstanding (excluding any Additional Loansafter giving effect to all other repayments thereof on such date) outstanding exceeds the lesser of (x) the Commitment or (y) the Borrowing Base (such excess amount being referred to herein asBase, an “Over Advance”)as then in effect, the Borrower shall immediately prepay the principal of Advances in an aggregate amount equal to such excess; (b) if on any date the aggregate principal amount outstanding of Advances secured by Mortgage-backed Securities exceeds 0% of the Commitment, the Borrower shall immediately prepay the 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 Over excess; (e) if (i) 60 calendar days shall have elapsed from the date of first issuance of a Mortgage-backed Security in respect of which an Advance on has been made hereunder, and (ii) such date. Notwithstanding Mortgage-backed Security has not been sold by the foregoingBorrower 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 not be required immediately prepay the principal of Advances in an aggregate amount equal to make a prepayment 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 this 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 2.5(b) so long as 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 aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required requested by the Security Agent to deliver 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 Administrative Security Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) with the occurrence of a Default appropriate completion or an Event of Defaultcorrection, the Borrower either (i) directs shall immediately prepay the Administrative Agent to apply the proceeds principal of Advances in the Over Advance Account an aggregate amount equal to the then applicable Over Advances to Collateral Value of such Mortgage Loan or Mortgage-backed Security; (j) if (1) there shall be a default in the prepayment payment of the Loans (with the remaining balance to be paid to the Borrower in such account designated principal or interest by the Borrowerobligor 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 (iiy) only to the extent no Over a Mortgage- backed Security in respect of which an Advance exists on has been made hereunder and such datedefault 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, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days an Insolvency Event shall occur in respect of receiving such directionan obligor on any Mortgage Loan in respect of which an Advance has been made hereunder or (3) deposit all amounts foreclosure or similar proceedings shall be commenced in respect of the Over premises which secure any Mortgage Loan in respect of which an Advance Account to such account designated by has been made hereunder, the Borrower shall immediately prepay the principal of Advances 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 aggregate amount equal to 100% the Collateral Value of such Mortgage Loan or Mortgage-backed Security; (k) if the Net Cash Proceeds thereof shall Mortgage Loan to be applied funded with the proceeds of any Wet Advance is not funded on the date of such incurrence toward Wet Advance, the prepayment Borrower shall immediately prepay the full principal amount of such 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 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 at any time secured by Eligible Nonconforming Mortgage Loans exceeds the Nonconforming Commitment then in effect, the Borrower shall immediately prepay the principal of Advances in an aggregate amount equal to such 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 as set forth in Section 2.5(d).an aggregate amount equal to such excess; (do) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to if on any date the prepayment aggregate principal amount of Advances secured by Credit B Loans exceeds 100% of the Nonconforming Commitment, the Borrower shall immediately prepay the principal of Advances secured by Credit B Loans in accordance with Section 2.9. Each prepayment an aggregate amount equal to such excess; (p) if on any date the aggregate principal amount of Advances secured by Credit C Loans exceeds 50% of the Nonconforming Commitment, the Borrower shall immediately prepay the principal of Advances secured by Credit C Loans under Section 2.5 in an aggregate amount equal to such excess; and (q) if on any date the aggregate principal amount of Advances secured by Credit D Loans exceeds 0% of the Nonconforming Commitment, the Borrower shall be accompanied immediately prepay the principal of Advances secured by accrued interest Credit D Loans in an aggregate amount equal to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6excess.

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, at any time, the aggregate Net Cash Proceeds Agent notifies the Borrowers that the Agent has determined that the Aggregate Loan Value of Asset Sales and Recovery Events that may be excluded from Eligible Collateral is less than the foregoing requirement pursuant Pro-Forma Exposure, then ▇▇. ▇▇▇▇▇▇ shall, within [***] Banking Days after such notification, either (A) provide additional Eligible Collateral, satisfactory to a Reinvestment Notice shall not exceed $250,000 and (ii) on each Reinvestment Prepayment Datethe Required Banks, sufficient to increase the Aggregate Loan Value of Eligible Collateral to an amount equal to or greater than the Reinvestment Prepayment Amount with respect Pro-Forma Exposure, or (B) immediately repay, and/or cause [***] to repay, the relevant Reinvestment Event shall be applied toward principal amount of outstanding Loans such that the prepayment Pro-Forma Exposure does not exceed the Aggregate Loan Value of Eligible Collateral, or (C) any combination of the Loans as set forth options provided by (A) or (B) above which will result in Section 2.5(d)the Aggregate Loan Value of Eligible Collateral being equal to or greater than the Pro-Forma Exposure. (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 prepayment or additional Eligible Collateral is due under Section 2.5(b)(i), then ▇▇. ▇▇▇▇▇▇ shall have the right, prior to the end of the period of [***] Banking Days within which such prepayment is to be incurred by any Group Member (excluding any Indebtedness incurred made and/or additional Eligible Collateral is to be provided in accordance with Section 7.2)therewith, an 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 equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Loans as set forth in Swap Exposure was most recently provided under Section 2.5(d). 4.2(b) or 6.1(d) (dor this Section 2.5(b)(i) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied to the a prior 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 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 prepaid, third to the outstanding principal amount of the Variable Rate Loans, and last to the outstanding principal amount of Fixed Rate Loans, in each case in such manner as the Agent in its discretion shall determine. (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 Agent may immediately sell a portion of the Common Stock Collateral such that the net proceeds of such sale, when applied to the outstanding Loans (and interest thereon), will be in an amount sufficient to ensure that, after giving effect to such application, the Pro-Forma Exposure will be equal to or less than the Aggregate Loan Value of Eligible Collateral, and the prepayment premium pursuant Agent will promptly give ▇▇. ▇▇▇▇▇▇ and the Banks notice of any such sale and application; provided that the Agent’s failure to Section 2.6give such notice shall not affect the validity thereof.

Mandatory Prepayments. (a) If on at 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 time the prepayment sum of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (iA) the aggregate Net Cash Proceeds principal amount of Asset Sales and Recovery Events that may be excluded from all Revolving Loans outstanding, (B) the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 aggregate Letter of Credit Amount of all Letters of Credit outstanding and (iiC) on each Reinvestment Prepayment Datethe 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 Responsible Officer shall have knowledge of such overadvance, without notice or request by the Agent, prepay the Revolving Loans and/or, if one or more Letters of Credit are outstanding, pledge cash collateral to the Agent to secure reimbursement of amounts available to be drawn thereunder, in an aggregate 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)such excess. (b) If on Within two Business Days after receipt by the Borrower or any date of determination the aggregate principal amount its Subsidiaries of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred Net Proceeds with respect to herein as, an “Over Advance”)Asset Disposition, the Borrower shall prepay the Loans (and such prepayment shall be applied as specified in Section 2.5(d)) in an aggregate amount equal to 100% of such Over Advance on such date. Notwithstanding the foregoingNet Proceeds; provided that, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) no prepayment shall be required with respect to an amount equal Asset Disposition to (A) 110% the extent that, within 90 days following such disposition, such Net Proceeds are used to invest in assets of the aggregate principal amount same or similar type and use as those disposed of Loans and provided that the Agent shall have a first-priority Lien thereon (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”Section 6.3), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver . On or prior to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence date of a Default or an Event of Defaultany Asset Disposition, the Borrower either (i) directs agrees to provide 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 calculations used by the Borrower in writing at determining the amount of any such timeprepayment under this Section 2.5(b). (c) If the Borrower or any Indebtedness 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 time 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 Agent if such proceeds equal or exceed $500,000) toward the repair or replacement of such damaged or condemned Property by the earlier of (i) 90 days after the receipt thereof and (ii) the occurrence of a Default, the Borrower shall prepay the Loans (and such prepayment shall be incurred by any Group Member (excluding any Indebtedness incurred applied as specified in accordance with Section 7.22.5(d), ) in an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date amount of such incurrence toward proceeds not so applied. The Borrower shall give the prepayment Agent prompt written notice of all insurance and condemnation proceeds received by it or any Subsidiary on or after the Loans as set forth Closing Date in Section 2.5(d)excess of $200,000 per occurrence. (d) Amounts to be applied in connection with prepayments made Each prepayment of the Loans pursuant to Section 2.5 2.5(b)-(c) shall be applied to the prepayment outstanding principal balance of the Loans Term Loans. Each prepayment shall be accompanied by payment in accordance full of all accrued interest thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to Section 2.92.15. Each prepayment of the Term Loans under pursuant to this Section 2.5 2.5(d) shall be accompanied by accrued interest applied to the date outstanding principal balance thereof in inverse order of maturity, and no such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6amounts shall be available for reborrowing.

Mandatory Prepayments. (a) If on any date any Group Member In no event 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 sum of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding aggregate outstanding principal balance of the foregoing, Notes exceed the lesser of (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 Borrowing Base and (ii) on each Reinvestment Prepayment Datethe Maximum Note Amount. If at any time and for any reason, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment outstanding unpaid principal balance 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 Additional Loans) outstanding Notes exceeds the Borrowing Base Maximum Note Amount, Issuer shall promptly, and in any event within five (such excess amount being referred to herein as5) Business Days, without the necessity of any notice or demand, whether or not an “Over Advance”)Early Wind-Down Trigger Event, the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and or is continuing, (iii) prepay the principal balance of the Notes in an amount equal to the difference between the then aggregate outstanding principal balance of the Notes and the Maximum Note Amount. If, on any date of measurement, and for any reason, the outstanding unpaid principal balance of the Notes exceeds the Borrowing Base (Aincluding due to any Eligible Receivable thereafter failing to meet the eligibility criteria and becoming ineligible), then Issuer shall, 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, either (x) 110% prepay the principal balance of the Notes in an amount equal to the difference between the then aggregate outstanding principal balance of the Notes and the Borrowing Base, (y) if during the Revolving Period, increase the aggregate principal amount of Loans Eligible Receivables pledged to Collateral Agent for the benefit of the Secured Parties in accordance with this Agreement, or (excluding any Additional Loansz) outstanding on such date minus effect some combination of clauses (Bx) and (y), so that the Borrowing Base is deposited by equal to or exceeds the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control then outstanding principal balance of the Administrative Agent Notes; provided, however, if the outstanding principal amount of the Notes exceeds the Borrowing Base as a result of 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 (the “Over Advance Account”), and (iv30) upon calendar days after the earlier of (A) the next date on which the Borrower is required its discovery or receipt of notice thereof to deliver comply with this clause solely with respect to the Administrative such Receivable. The pledge and delivery to Collateral Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 (additional Eligible Receivables shall comply 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 incurrence toward the prepayment of the Loans as document delivery requirements set forth in this Agreement, including 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 4.2, as applicable, and shall be accompanied by accrued interest a certification from Issuer that demonstrates that after giving effect to the date pledge to Collateral Agent of such prepayment on additional Eligible Receivables, the amount prepaid and outstanding unpaid principal balance of the prepayment premium 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 Issuer pursuant to this Section 2.6.

Mandatory Prepayments. (a) 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 Except as set forth in Section 2.5(d--------------------- 4.03(b); provided, thata prepayment of Advances shall be required, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds without notice or demand 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 any kind to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans Borrower, as set forth in Section 2.5(d).follows: (ba) If if on any date of determination the aggregate principal amount of Loans Advances outstanding (excluding any Additional Loansafter giving effect to all other repayments thereof on such date) outstanding exceeds the lesser of (x) the Commitment or (y) the Borrowing Base (such excess amount being referred to herein asBase, an “Over Advance”)as then in effect, the Borrower shall immediately prepay the principal of Advances in an aggregate amount equal to such excess; (b) if on any date the aggregate principal amount outstanding of Advances secured by Mortgage-backed Securities exceeds 0% of the Commitment, the Borrower shall immediately prepay the 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 Over excess; (e) if (i) 60 calendar days shall have elapsed from the date of first issuance of a Mortgage-backed Security in respect of which an Advance on has been made hereunder, and (ii) such date. Notwithstanding Mortgage-backed Security has not been sold by the foregoingBorrower 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 not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) immediately prepay the principal of Advances in an aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to the Collateral Value of such Mortgage-backed Security; (Af) 110% of if the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by Agent shall have notified the Borrower on such date in or the Borrower otherwise becomes aware that any Mortgage Loan or Mortgage-backed Security originally included as an interest-bearing segregated account subject 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 sole dominion terms and control of the Administrative Agent (the “Over Advance Account”), standards set forth herein and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 incurrence 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.Warehouse Security

Mandatory Prepayments. (ai) If any Borrower, 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 Borrowers shall prepay the Term Advances ratably among the Lenders; provided, however, that if, on the Reinvestment Prepayment Date in respect of any date any Group Member Reinvestment Event, the Reinvestment Prepayment Amount in respect of such Reinvestment Event shall receive exceed zero, the Borrowers shall prepay the Term Advances in an aggregate principal amount equal to such Reinvestment Prepayment Amount. Any Net Cash Proceeds from any Asset Sale or Recovery Event then, unless with respect to which a Reinvestment Notice shall be have been delivered in respect thereof, such Net Cash Proceeds as described above shall be applied on such date toward required, prior to the prepayment earlier of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i1) the aggregate Net Cash Proceeds of Asset Sales application thereof to make any Qualified Investment and Recovery Events (2) the application thereof to make a prepayment under this paragraph, to be deposited into a Deposit Account that may be excluded from the foregoing requirement pursuant is subject to a Reinvestment Notice shall not exceed $250,000 and an Account Control Agreement. (ii) on each Reinvestment Prepayment DateAt any time the Outstanding Amount of Revolving Advances exceeds the Aggregate Revolving Commitments then in effect, the Borrowers shall immediately prepay Revolving Advances, or if the Revolving Advances have been repaid in full, Cash Collateralize the Letter of Credit Obligations in an amount equal such that after giving effect to such reduction of each Lender’s Commitment the Reinvestment Prepayment Outstanding Amount with respect to of Revolving Advances does not exceed the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth Aggregate Revolving Commitments then in Section 2.5(d)effect. (biii) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a Each prepayment pursuant to this Section 2.5(b2.04(c) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 incurrence 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 on the amount prepaid to the date of such prepayment on the amount prepaid and the prepayment premium amounts, if any, required to be paid pursuant to Section 2.62.11 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. (iv) The Borrowers shall prepay Term Advances quarterly in arrears on the last Business Day of 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 $2,000,000.

Mandatory Prepayments. (a) If On the next occurring Payment Date following the date on which Lender actually receives any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenProceeds, unless a Reinvestment Notice shall be delivered in respect thereof, if Lender is not obligated to make such Net Cash Proceeds shall be applied on available to Borrower or CPLV Tenant for the Restoration of the Property or otherwise remit such date toward the 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 Loans as set forth outstanding principal balance of the Loan together with accrued interest and any other sums due hereunder in Section 2.5(dan amount equal to one hundred percent (100%) of such Net Proceeds (collectively, the “Mortgage Mandatory Prepayment Amount”); provided, thathowever, 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, if 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on Lender may apply such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject Net Proceeds to the Debt (until paid in full) in any order or priority in its sole dominion and control discretion. Other than during the continuance of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, no Yield Maintenance or other premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2. Except during the Borrower either continuance of an Event of Default, any Net Proceeds applied pursuant to this Section 2.4.2 in excess of the Mortgage Mandatory Prepayment Amount shall be applied as follows: (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account equal first, to the then applicable Over Advances to the prepayment of the Loans (with the remaining balance to be paid to the Borrower Mezzanine A Lender, 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 incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts Mezzanine A Mandatory Prepayment Amount, to be applied in connection accordance with prepayments made pursuant the Mezzanine A Loan Documents, (ii) second, to Section 2.5 shall the Mezzanine B Lender, in an amount equal to the Mezzanine B Mandatory Prepayment Amount, to be applied to the prepayment of the Loans in accordance with Section 2.9the 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. Each prepayment After the occurrence of and during the Loans under Section 2.5 continuance of an Event of Default, Lender may apply such Net Proceeds to the Debt (until paid in full) in any order or priority in its sole discretion. Any Net Proceeds remaining after the Debt has been repaid in full shall be accompanied by accrued interest disbursed to Mezzanine A Lender to be applied in accordance with the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6Mezzanine A Loan Agreement.

Mandatory Prepayments. (a) If on On the day of receipt by the Borrowers or --------------------- any date of their Subsidiaries of any Group Member Net Proceeds with respect to an Asset Disposition, the Borrowers shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, prepay the Loans (and such Net Cash Proceeds prepayment shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d2.5(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, notwithstanding the foregoing, provided that no prepayment shall be required with respect to an Asset -------- ---- Disposition if (i) the aggregate Net consummation of such Asset Disposition would not result in (x) the Operating Cash Proceeds 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 Sales and Recovery Events that may be excluded from Disposition) plus (y) the foregoing requirement pursuant ---- Operating Cash Flow attributable to a Reinvestment Notice shall not exceed $250,000 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) on each Reinvestment Prepayment Datethe Net Proceeds of any such Asset Dispositions are used, an amount equal within one year of such disposition, to invest in assets of the Reinvestment Prepayment Amount same type and use as those disposed and with respect to which the relevant Reinvestment Event Lenders shall be applied toward 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 of the Loans as set forth (or in determining that a prepayment is not required) under this Section 2.5(d2.5(a). (b) If In the event that at the end of any fiscal year of the Borrowers ending on any 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 determination (i) the aggregate principal amount date upon which the audited financial statements of Loans the Borrowers with respect to such fiscal year become available and (excluding any Additional Loansii) outstanding exceeds the Borrowing Base (120th day after the end of such excess amount being referred to herein as, an “Over Advance”)fiscal year, the Borrower 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 aggregate amount equal to 50% of such Over Advance on Excess Cash Flow; provided that no such date. Notwithstanding the foregoing, the Borrower prepayment shall not -------- ---- 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 make a the date of any prepayment pursuant to required by this Section 2.5(b) so long as (i) ), the aggregate 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 Over Advances 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 date does 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 exceed $3,000,000, so applied (iiand such prepayment shall be applied as set forth in Section 2.5(e)). (d) no Default In the event that the Borrowers or Event any of their Subsidiaries makes an Equity Offering during any period in which a Default has occurred and is continuing, (iii) 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 (A) 110% 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 aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) Lenders under the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) Loan Documents upon the earlier of (A) occurrence and during the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence continuance 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 Each 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 incurrence 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 this Section 2.5 shall be applied to the prepayment outstanding amounts of Incremental Loans and Revolving Loans on a pro rata basis determined on the basis of the Loans in accordance with Section 2.9amount of Incremental Loans, on the one hand, and Revolving Loans, on the other hand, outstanding at the time of such prepayment. Each prepayment of the Loans under Section 2.5 shall be accompanied by payment in full of all accrued interest and accrued commitment fees thereon to and including the date of such prepayment on the amount prepaid and the prepayment premium prepayment, together with any additional amounts owing pursuant to Section 2.62.15. (i) If, at any time, the Revolving Loans are repaid in full, additional prepayments hereunder shall be applied first, to make a Cash ----- Collateral Deposit and

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If the aggregate Net Cash Proceeds Agent notifies the Company on the second Business Day prior to any interest payment date that the sum 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 (iiA) 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 all Advances denominated in Dollars plus the Available Amount of Letters of Credit denominated in Dollars then outstanding plus (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (iB) the aggregate amount of Over Advances on such date does not exceed $3,000,000, Equivalent in Dollars (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to both (A) 110% and (B) determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of Loans (excluding any Additional Loans) all Advances denominated in Committed Currencies plus the Available Amount of all Letters of Credit denominated in Committed L/C Currencies then outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control exceeds 105% of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 aggregate Revolving Credit Commitments 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 Lenders on such date, directs the Administrative Agent to (and the Administrative Agent thereafter shall promptlyBorrowers shall, but in any event within two (2) Business Days after receipt of receiving such direction) deposit all amounts in notice, prepay the Over Advance Account to such account designated outstanding principal amount of any Advances owing by the Borrower Borrowers in writing at an aggregate amount sufficient to reduce such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), sum after such payment to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Revolving Credit Commitments of the Loans as set forth in Section 2.5(d)Lenders. The Agent shall provide such notice to the Company at the request of any Lender. (dii) Amounts to be applied in connection with prepayments Each prepayment made pursuant to this Section 2.5 2.10(b) shall be applied to the prepayment of the Loans in accordance made together with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium of a EURIBOR Advance or a Term SOFR Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which the Borrowers shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Company and the Lenders.

Mandatory Prepayments. (a) If on Upon the occurrence of any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenof the events set forth in Section 2.1 of the Common Agreement, unless a Reinvestment Notice the Borrower shall be delivered in respect thereofrequired to prepay the Advances, 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 2.1 of 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 Common Agreement. All such prepayments shall be applied toward made in the prepayment of the Loans as manner set forth in Section 2.5(d). (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% 2.1 of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”)Common Agreement, and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 (together 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 incurrence 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 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) On the Test Date (as defined below), the Borrower shall notify the Administrative Agent in writing of 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 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 mandatory prepayment with respect to the Advances of such Waiving Lender, whereupon the Borrower shall have no obligation to prepay the Advances of such Waiving Lender. Immediately after receipt thereof, the Administrative Agent shall provide a copy of each Mandatory Prepayment Waiver Notice to each Lender. On the Mandatory Prepayment Date, the Borrower shall prepay the Advances of all Lenders (other than each Waiving Lender). All such prepayments shall be made to the Lenders entitled thereto pro rata and shall otherwise be paid in the manner set forth in Section 2.1 of the Common Agreement. Such prepayments shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid and the prepayment premium together with any amounts owing pursuant to Section 2.6.8.06(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. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 Borrowings on the date of such incurrence toward the prepayment termination or reduction 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 Loans Borrowings pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as set forth cash collateral as provided in Section 2.5(d2.08(j). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied Upon any redetermination of or adjustment to the prepayment amount of the Loans Borrowing Base in accordance with Section 2.92.07(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 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 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 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 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 under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

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 on any date any Group Member Loan Party shall receive Net Cash Proceeds in excess of $10,000,000 from any Asset Sale or Recovery Event thenor any event described in Section 5.20(c)(ii) or Section 5.20(c)(iii) shall occur, unless a Reinvestment Notice shall be delivered in respect thereof, such the applicable Net Cash Proceeds shall be applied on such date toward to 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding accordance with the foregoingDepositary Agreement or (B) if any Loan Party shall receive 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 Borrower applicable Net Cash Proceeds shall not be required applied to make a the prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 (in accordance 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 timeDepositary Agreement. (cii) If any Indebtedness shall be issued or incurred by any Group Member Loan Party (excluding any Indebtedness incurred in accordance with Section 7.26.02), the Borrower shall, on the date of such incurrence, prepay an aggregate principal amount of the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds thereof shall be applied in accordance with the Depositary Agreement. (iii) On each Quarterly Payment Date (commencing with the first Quarterly Payment Date that occurs in the first full calendar quarter following the Term Conversion Date), the Borrower shall, on such Quarterly Payment Date, prepay an aggregate principal amount of the Term Loans in an amount equal to 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 incurrence 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 distribution, prepay an aggregate principal amount of the Loans in accordance with Section 2.9. Each prepayment the Depositary Agreement. (v) In the event of any termination of all the Loans under Section 2.5 shall be accompanied by accrued interest to Revolving Commitments, the Borrower shall, on the date of such prepayment 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 prepaid sufficient to eliminate such excess. (vi) In the event of any reduction or termination of the Construction Commitments, unless the requirements of Section 2.08(b)(ii)(B) are satisfied, the Borrower shall, on the date of such reduction or termination, repay or prepay all outstanding Construction Loans. (vii) In the event of any reduction or termination of the Term Commitments, the Borrower shall, on the date of such reduction or termination prepay the Construction Loans in the positive amount (if any) by which the sum of the aggregate outstanding principal amount of the Construction Loans and any remaining Available Unused Commitments in respect of the prepayment premium pursuant Construction Commitments shall exceed the aggregate amount of the Term Commitments after giving effect to Section 2.6any such termination or reduction.

Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2, other than paragraph (l) thereof), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Loans as set forth in Section 2.11(d). (b) 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 as set forth in Section 2.5(d2.11(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 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 2.5(d2.11(d). (bc) If 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 any date of determination the relevant Excess Cash Flow Application Date, prepay an aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% the ECF Percentage of Excess Cash Flow for the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited fiscal year covered by the Borrower on financial statements for such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent fiscal year (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 such 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 incurrence toward the prepayment of the Loans as set forth in Section 2.5(d2.11(d) below), minus (B) solely to the extent not funded with the proceeds of Indebtedness, (x) the aggregate amount of all optional prepayments of the Loans pursuant to Section 2.10 made during such fiscal year and (y) 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 fiscal 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 in connection with prepayments made pursuant to Section 2.5 2.11 shall be applied to the prepayment of the Loans in accordance with Section 2.92.17(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 2.5 2.11 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid 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 premium of the Loans pursuant to Section 2.62.11; 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. (a) If on 3.4.1 Subject to section 3.4.2, in addition to any date any Group Member other principal repayments required hereunder, the Borrower 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 make the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, following mandatory prepayments: (i) if the aggregate Net Cash Proceeds 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 Asset Sales and Recovery Events that may be excluded from or prior to the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and issuance of such Guarantee Obligation; (ii) if the Borrower has provided any Lien on each Reinvestment Prepayment Dateits 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 Borrower shall, within 30 days of the incurrence of such Lien, repay in full all Obligations due, interest, fees and any other amounts owing to the Lender at such time; provided that the Borrower shall not be obliged to prepay the 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, an amount equal to the Reinvestment Prepayment Amount amount by which the Net Proceeds of such Disposition together with respect the Net Proceeds of all prior Dispositions made in such Fiscal Year, exceeds $10,000,000 shall to the relevant Reinvestment Event extent there are Obligations outstanding as that time be paid by the Borrower to the Lender and shall be applied toward in repayment of outstanding Advances under 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, Credit Facility; provided that the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject payment to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 Lender 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 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.this section 3.4.1

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall not exceed $250,000 and (iiA) prepay the Borrowings on each Reinvestment Prepayment Date, the date of such termination or reduction in an aggregate principal amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth a result of an LC Exposure, cash collateralize such excess as provided in Section 2.5(d2.08(j). (bii) If on Upon any date Scheduled Redetermination or Interim Redetermination or adjustment to the amount of determination 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 principal amount equal to such excess, and (B) if any excess remains after prepaying all of Loans 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 eighty (excluding 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 Additional Loansadjustment to the Borrowing Base pursuant to Section 2.07(e), Section 2.07(f) outstanding 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 equal to 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 amount being 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 herein as, an “Over Advance”in Section 9.12(a), (b) and (c)), which Disposition does not result in the 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 Loans Borrowings (and if any excess remains after prepaying Borrowings as a result of an LC Exposure, cash collateralize such excess as provided in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”2.08(j)), together with accrued and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Defaultunpaid interest thereon, 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 (which Net Cash Proceeds, for the avoidance of doubt, shall not be calculated giving effect to the payment of any Debt) received from such Disposition. Such payment shall be applied 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 incurrence toward Disposition to the prepayment due date of such prepayment, to make a Qualified Investment (other than inventory and working capital) in the Loans as set forth in businesses permitted pursuant to Section 2.5(d)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. (dv) Amounts to be applied in connection with prepayments made Each prepayment of Borrowings pursuant to this Section 2.5 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 prepayment of Loans included in the Loans in accordance with prepaid Borrowings. Prepayments pursuant to this Section 2.9. Each prepayment of the Loans under Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) 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 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 DateIf, 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 date, the sum of determination (A) the aggregate principal amount of Loans all Advances denominated in Dollars then outstanding plus (excluding any Additional LoansB) outstanding exceeds the Borrowing Base Equivalent in Dollars (such excess amount being referred to herein as, an “Over Advance”), determined on the Borrower shall prepay the Loans in an aggregate amount equal third Business Day prior to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans all Advances denominated in Foreign Currencies then outstanding plus (excluding any Additional Loans) outstanding on such date minus (BC) the Borrowing Base is deposited by aggregate Available Amount of all Letters of Credit denominated in Dollars then outstanding plus (D) the Borrower Equivalent in Dollars (determined on the third Business Day prior to such date in an interest-bearing segregated account subject to the sole dominion and control date) of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier aggregate Available Amount of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence all Letters of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds Credit denominated in the Over Advance Account equal to the Major Currencies then applicable Over Advances to the prepayment outstanding exceeds 103% of the Loans (with aggregate Commitments of 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 Lenders on such date, directs the Administrative Agent to Company and each other Borrower, if any, shall thereupon promptly prepay the outstanding principal amount of any Advances owing by such Borrower in an aggregate amount (and the Administrative Agent thereafter shall promptly, but in any event within two (2) Business Days of receiving such direction) or deposit all amounts an amount in the Over Advance Account L/C Cash Deposit Account) sufficient to reduce such account designated sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the Borrower amount in writing at such time. (cthe L/C Cash Deposit Account) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Commitments of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection Lenders on such date, together 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 any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium 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 shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(i) to the Borrowers and the Lenders. (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Major Currencies then outstanding 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 prepayment 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. (ai) If on any date any Group Member shall receive On the Business Day that is ten (10) Business Days after the receipt by the Borrower of Net Cash Proceeds from of any Asset Sale Disposition or Recovery Event thenProject Document Claim exceeding $5,000,000, in the aggregate, the Borrower shall, unless a Reinvestment Notice shall be delivered in respect thereof, prepay the Term Loans then outstanding, together with accrued interest thereon, in an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Loans as set forth in Section 2.5(d)Proceeds; provided, provided that, notwithstanding the foregoing, (ix) the aggregate Net Cash Proceeds of Asset Sales Dispositions and Recovery Events Project Document Claims that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 20,000,000 and (ii) on each Reinvestment Prepayment Date, the Term Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward Event. The provisions of this Section 2.06(b)(i) do not constitute a consent to the prepayment 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 Loans as set forth subject Net Cash Proceeds in Section 2.5(d)accordance therewith is not reasonably acceptable to the Administrative Agent. (bii) If on With respect to any date Event of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Loss, the Borrower shall prepay the Term Loans then outstanding, together with accrued interest thereon, in an aggregate amount equal accordance with and to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be extent required to make a prepayment pursuant to this by Section 2.5(b3.03(b)(iii) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans Collateral Agency Agreement on the date that is three (excluding any Additional Loans3) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which Business Days after the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate make such prepayment pursuant to Section 6.2 and (B3.03(b)(iii) the 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 timeCollateral Agency Agreement. (ciii) If any Indebtedness shall be incurred by any Group Member the Borrower (excluding any Indebtedness incurred in accordance with Section 7.26.04), then on the date of such issuance or incurrence, the Term Loans shall be prepaid by an amount equal to 100% the amount of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment incurrence. The provisions of the Loans as set forth in this Section 2.5(d). (d2.06(b)(iii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied do not constitute a consent to the prepayment incurrence of any Indebtedness by 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 2.6Borrower.

Mandatory Prepayments. (a) 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 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 DateIf, 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 date, the sum of determination (A) the aggregate principal amount of Loans all Advances denominated in Dollars then outstanding plus (excluding any Additional LoansB) outstanding exceeds the Borrowing Base Equivalent in Dollars (such excess amount being referred to herein as, an “Over Advance”), determined on the Borrower shall prepay the Loans in an aggregate amount equal third Business Day prior to such Over Advance on such interest payment date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) all Advances denominated in Foreign Currencies then outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control exceeds 103% of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 aggregate Commitments 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 Lenders on such date, directs the Administrative Agent to (Company and each other Borrower, if any, shall thereupon promptly prepay the Administrative Agent thereafter shall promptly, but in outstanding principal amount of any event within two (2) Business Days of receiving Advances owing by such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at an aggregate amount sufficient to reduce such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), sum to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Commitments of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection Lenders on such date, together 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 any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium 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 shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.09(b)(i) to the Borrowers and the Lenders. (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Major Currencies then outstanding plus (B) the Equivalent in Dollars of the aggregate principal amount of all Competitive Bid Advances denominated in Foreign Currencies then outstanding, shall exceed 110% of $200,000,000, 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 sufficient to reduce such sum to an amount not to exceed $200,000,000, together with any interest accrued to the date of such prepayment on the principal amounts prepaid. The Agent shall give prompt notice of any prepayment required under this Section 2.09(b)(ii) to the Borrowers and the Lenders.

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall not exceed $250,000 (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (iiB) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on each Reinvestment Prepayment Date, behalf of the Lenders an amount equal to the Reinvestment Prepayment Amount with respect such excess to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans held as set forth cash collateral as provided in Section 2.5(d2.08(j). (bii) If on Upon any date redetermination of determination or adjustment to the amount of the Borrowing Base in accordance with Section 2.07(b) or (c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base minus the aggregate principal amount of Loans Permitted Senior Notes, then the Borrower shall (excluding A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any Additional Loansexcess 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 in six equal monthly installments, the first of which shall be due thirty (30) outstanding days following its receipt of the 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)(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 9.11, if the total Revolving Credit Exposures exceeds the Borrowing Base as adjusted minus the aggregate principal amount of Permitted Senior Notes, 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 on the date it or any Subsidiary receives notice from the Administrative Agent as provided in Section 2.07(e) or Section 9.11, as applicable; 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 at any time after the Effective Date, (A) new Permitted Senior Notes are issued or sold by the Borrower and (B) as a result of such issuance or sale, the aggregate amount being referred to herein asof Permitted Senior Notes then outstanding and the Revolving Credit Exposures exceed the then effective Borrowing Base, an “Over Advance”), then the Borrower shall prepay the Loans Borrowings and/or pay to the Administrative Agent on behalf of the Lenders cash collateral for the Letters of Credit as provided in an aggregate amount section 2.08(j), such that after giving effect to such prepayment, the Revolving Credit Exposures are equal to such Over Advance on such date. Notwithstanding or less than 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of then effective Borrowing Base minus the aggregate principal amount of Loans (excluding the Permitted Senior Notes then outstanding. The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Additional Loans) outstanding on Subsidiary receives cash proceeds as a result of such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control issuance of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 timenew Permitted Senior Notes. (cv) If any Indebtedness Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be incurred by applied, first, ratably to any Group Member 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. (excluding any Indebtedness incurred in accordance with vi) Each prepayment of Borrowings pursuant to this Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof 3.04(c) shall be applied on the date of such incurrence toward the prepayment of ratably to the Loans as set forth included in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made the prepaid Borrowings. Prepayments pursuant to this 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 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) 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 In accordance with the prepayment of the Loans as procedures set forth in Section 2.5(d2.4(c); provided, that, notwithstanding the foregoing, , (i) if any Debt shall be incurred by the aggregate Net Cash Proceeds Borrower or any Subsidiary (excluding any Debt permitted to be incurred in accordance with ▇▇▇▇▇▇▇ ▇.▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ (▇), (▇), (▇) (but only with respect to the first $10,000,000 of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Debt for borrowed money outstanding pursuant to a Reinvestment Notice shall not exceed $250,000 paragraph (j) from time to time), (k) and (iil) on each Reinvestment Prepayment thereof) after the Closing Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment CRA Ratable Share 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 incurrence toward the to prepayment of the Loans as set forth in Section 2.5(d).clause (c) below; (dii) Amounts if at any time after the second anniversary of the Closing Date any Capital Stock shall be issued by the Borrower or any Subsidiary other than to the Borrower or a Wholly Owned Subsidiary (including in any public, private or “PIPE” transaction), an amount equal to the CRA Ratable Share of 50% of the Net Cash Proceeds thereof shall be applied to prepayment of the Loans as set forth in clause (c) below; (iii) if the Borrower or any Subsidiary (other than an SPE Subsidiary) receives any Realized Proceeds after the Closing Date, an amount equal to the Prepayment Percentage of such Realized Proceeds shall be deposited in the Prepayment Deposit Account, and an amount equal to the CRA Ratable Share thereof shall be applied to prepayment of the Loans as set forth in clause (c) below. For purposes of determining prepayments under this Section 2.4(b)(iii) with respect to Secondary Realized Proceeds, only that portion of any Secondary Realized Proceeds equal to the CRA Ratable Share of the Prepayment Percentage multiplied by the excess of such Secondary Realized Proceeds over the amount of the Retained Cash used to make the applicable Portfolio Investment (if greater than zero) shall be required to be applied to prepayment of the Loans; and (iv) if, for any Fiscal Year of the Borrower (or, in connection with prepayments made the case of Fiscal Year 2010, the portion thereof beginning on July 1, 2010), there shall be Excess Cash Flow, an amount equal to the CRA Ratable Share of the Prepayment Percentage of Excess Cash Flow for such Fiscal Year shall be required to be applied to prepayment of Loans as set forth in clause (c) below; provided that (x) the aggregate amount of funds from any source required to be applied to the repayment of the Loans pursuant to this Section 2.4(b) shall be reduced by an amount equal to the Excess Closing Payment and (y) no prepayment of the Loans shall be required pursuant to this Section 2.4(b) and no deposits in the Prepayment Deposit Account pursuant to Section 2.5 2.4(c) shall be required until the aggregate amount that but for clause (x) above would be required to 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 this Section 2.62.4(b) exceeds the Excess Closing Payment.

Mandatory Prepayments. (a) If Promptly (and in any event within two Business Days) after the consummation by any Credit Party of any Asset Disposition pursuant to Section 9.5 that creates a Borrowing Base Deficiency (or increase in any existing Borrowing Base Deficiency) pursuant to Section 4.6, Borrower shall (i) apply a portion of the Net Cash Proceeds equal to such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency) as a mandatory prepayment on the Loans and (ii) if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of Letter of Credit Exposure, deposit with Administrative Agent on behalf of the Banks an amount equal to such Borrowing Base Deficiency (or increase in any previously existing Borrowing Base Deficiency) to be held as cash collateral to the extent required pursuant to Section 2.1(b); provided that the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. Notwithstanding the foregoing, if an Event of Default exists on the date of the consummation of any Group Member shall receive Asset Disposition, then, unless Required Banks and Borrower agree otherwise, all Net Cash Proceeds from any such Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds Disposition shall be applied as a mandatory prepayment on such date toward the prepayment of the Loans as set forth in accordance with 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(d3.2(c). (b) If on Promptly (and in any date event within two Business Days) after the incurrence or issuance by any Credit Party of determination the aggregate principal amount of Loans (excluding any Permitted Additional Loans) outstanding exceeds the Debt that creates a Borrowing Base (such excess amount being referred Deficiency pursuant to herein asSection 4.7, an “Over Advance”), the Borrower shall (i) prepay the Loans in an aggregate principal amount equal to such Over Advance Borrowing Base Deficiency, and (ii) if a Borrowing Base Deficiency remains after prepaying all of the Loans as a result of Letter of Credit Exposure, deposit with Administrative Agent on behalf of the Banks an amount equal to such dateBorrowing Base Deficiency to be held as cash collateral to the extent required pursuant to Section 2.1(b); provided that the Borrowing Base Deficiency must be eliminated on or prior to the Termination Date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or if an Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 the incurrence toward the prepayment or issuance 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 Permitted Additional Debt, then, unless Required Banks and Borrower agrees otherwise, all proceeds from any such Permitted Additional Debt shall be applied to the as a mandatory prepayment of on the Loans in accordance with Section 2.9. Each prepayment 3.2(c). (c) Upon any termination or reduction of the Aggregate Maximum Credit Amount pursuant to Section 2.9 or any reduction in the Aggregate Elected Commitment Amount pursuant to Section 2.15(f) that results in the Outstanding Revolving Credit exceeding the Total Commitment, on the effective date of any such termination or reduction, Borrower shall prepay the Loans (together with accrued interest thereon) in an amount sufficient to cause the Outstanding Revolving Credit to be equal to or less than the Total Commitment as thereby reduced (and Administrative Agent shall distribute to each Bank in like funds that portion of any such payment as is required to cause the principal balance of the Loans under Section 2.5 held by such Bank to be not greater than its Commitment as thereby reduced), and any such payment shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to amounts due under Section 2.63.3).

Mandatory Prepayments. (a) If On each date on which 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 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 set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) may be necessary so that after such payment the aggregate Net Cash Proceeds unpaid principal amount of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall Advances of such Class of Commitments does not exceed $250,000 and (ii) on each Reinvestment Prepayment Date, an the aggregate amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans such Commitments as set forth in Section 2.5(d)then reduced. (b) If on In the event that the aggregate Revolving Credit Exposure at any date one time outstanding shall at any time exceed the aggregate amount of determination 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 Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asAdvances thereafter outstanding, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) exceed the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event the Revolver Commitments of Default has occurred and is continuing, (iii) an amount equal to (A) 110% all of the aggregate principal amount Revolving Lenders at such time and/or the Multicurrency Commitments of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control all of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 Multicurrency Lenders at such time. (c) If On each Determination Date, the Multicurrency Agent shall determine the Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Indebtedness Advance that is denominated in an Agreed Foreign Currency shall be incurred by 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 Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100Determination Date the aggregate Multicurrency Credit Exposure exceeds 105% of the Net Cash Proceeds thereof aggregate amount of the Multicurrency Commitments as then in effect, the Borrower shall prepay the Multicurrency Loans within 4 Business Days following the Borrower’s receipt of such request in such amounts as shall be applied necessary so that after giving effect thereto the aggregate Multicurrency Credit Exposure does not exceed the Multicurrency Commitments. (e) 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) 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 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 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 least 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, and (iv) the remaining aggregate principal amount of Advances then outstanding shall be repaid on the first anniversary of the Termination Date. (g) If at any time (i) the Administrative Agent on behalf of the 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 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 ineligible Portfolio Investment from the Borrowing Base, or (y) substitute an Eligible Investment for such 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 giving effect to the inclusion of the substitute Eligible Investment, no repayment of any Advances outstanding 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 warranties of the Borrower contained in Article IV shall be true and correct, 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 deliver to the Administrative Agent on the date of such incurrence toward the prepayment substitution (A) a certificate of a Responsible Officer certifying that each of the Loans foregoing is true and correct as set forth in Section 2.5(dof such date and (B) a Borrowing Base Certification Report (including a calculation of the Borrowing Base after giving effect to such substitution). (dh) Amounts to be applied in connection with prepayments Any repayment or prepayment made pursuant to this Section 2.5 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 Hedging 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 to ratably among the prepayment Multicurrency Lenders based upon the Applicable Multicurrency Percentage of the Loans in accordance with 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 2.9. Each prepayment of the Loans under Section 2.5 2.11, any such prepayments shall be accompanied by accrued interest to the date of such applied toward a prepayment on the amount prepaid and the prepayment premium pursuant to paragraphs (b) and (d) before any prepayment pursuant to any other paragraph of this Section 2.62.11.

Mandatory Prepayments. (a) If on any On such date that is 180 days after the date any Group Member shall receive Net Cash Restricted Person has Excess Sale Proceeds, to the extent such Excess Sale Proceeds from any Asset Sale or Recovery Event thenhave not been applied in accordance with clause (iii)(x) of Section 7.5(d), unless the Borrower will (i) first, prepay a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment principal amount of the outstanding Term Loans as equal to the Excess Sale Proceeds and (ii) next, to the extent such Excess Sale Proceeds exceed the principal amount of the Term Loans, permanently reduce the Maximum Revolver Facility Amount in the 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 2.5(d); provided, that, notwithstanding the foregoing, (i2.11) 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 extent of the Loans as set forth in Section 2.5(d)such excess. (b) If on at any date of determination the aggregate time any Restricted Person shall incur any Senior Indebtedness, Borrower will (i) first, prepay a principal amount of the outstanding Term Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to the net cash proceeds (net of underwriters' or purchasers' discounts and commissions, legal, accountancy, registration, or printing fees and expenses and other fees and expenses incurred in connection with such Over Advance on offering to be paid or reimbursed by the issuer and net of any taxes, if any, paid or payable as a result thereof) of such date. 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 amount of Over Advances on such date does not exceed $3,000,000, Senior Indebtedness and (ii) no Default or Event of Default has occurred and is continuingnext, (iii) an amount equal to (A) 110% of 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 remaining net cash proceeds, and if the outstanding principal amount of the Revolver Usage exceeds the resulting Maximum Revolver Facility Amount, repay the Revolver Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds provide LC Collateral 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 circumstances set forth in such account designated by the BorrowerSection 2.11) or (ii) only to the extent no Over Advance exists on of 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 timeexcess. (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 incurrence toward the Each partial prepayment of the Term Loans as set forth in under this Section 2.5(d). (d) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 2.6 shall be applied to the prepayment regular installments of principal due under the Loans Term Notes in accordance with Section 2.9. Each prepayment the inverse order 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 2.6their maturities.

Mandatory Prepayments. (a) 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 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)[Reserved]. (b) If on In addition to any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment other mandatory repayments pursuant to this Section 2.5(b) so long as (i) 2.13, on each date on or after the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default Closing Date upon which the Borrower or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited Restricted Subsidiary receives any cash proceeds from any issuance or incurrence by the Borrower on such date in an interest-bearing segregated account subject or any Restricted Subsidiary of Indebtedness for borrowed money (other than Indebtedness permitted to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate be incurred pursuant to Section 6.2 6.04, other than Permitted External Refinancing Indebtedness and (B) the 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 7.2Refinancing Term Loans), an amount equal to 100% of the Net Cash Proceeds thereof of the respective issuance or incurrence of such 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 of such incurrence toward upon which the prepayment 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 Loans Net Sale Proceeds therefrom shall be applied on such date as set forth a mandatory repayment in accordance with the requirements of Section 2.5(d2.13(g), (ii) any Disposition of (A) any Bulk MSR (other than any such Disposition required by the following clause (iii) hereof) and/or (B) any Asset Sale, in each case, in an amount equal to 80% 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), 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). (d) Amounts In addition to any other mandatory repayments pursuant to this Section 2.13, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (if positive) (i) the Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow for the 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 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 accordance with the requirements of Section 2.13(g); provided that the amount required to be applied in connection with prepayments made as a mandatory prepayment pursuant to this Section 2.5 2.13(d) for any Excess Cash Flow Payment Period shall be applied not exceed an amount equal to the prepayment (x) 75% of the Loans Excess Cash Flow for such Excess Cash Flow Payment Period minus (y) scheduled installments of principal due in accordance with Section 2.9. Each prepayment respect of the Term Loans under Section 2.5 shall be accompanied by accrued interest to 2.11(a) paid during the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.related

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) In the event the sum of the outstanding principal balance of the Advances made by any Lender plus such Lender's Pro Rata Share of the aggregate Net Cash Proceeds face amount of Asset Sales 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 Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and 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 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. 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 plan, beyond the end of such longer period), Borrower shall prepay the amount of the Loan in excess of the Borrowing Base, together with accrued interest thereon (collectively, the "Overadvance Amount"), as follows: (1) on each Reinvestment Prepayment 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 prepay an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment lesser of the Loans as set forth in Section 2.5(d). (b) If on any date of determination Overadvance Amount and the aggregate outstanding principal amount of Loans Base Rate Advances; (excluding any Additional Loans2) to the extent that the outstanding exceeds principal amount of Base Rate Advances are less than the Borrowing Base 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 LIBOR Advance to which such Interest Period relates and the unpaid portion of the Overadvance Amount; and (such excess amount being referred to herein as3) on thirtieth (30th) day after the Applicable Date, an “Over Advance”), the Borrower shall prepay the Loans remaining portion of the Overadvance Amount. (iii) Failure by Borrower to have complied with the foregoing in a timely manner shall constitute an aggregate amount equal to such Over Advance on such dateEvent of Default without further notice or grace period hereunder. Notwithstanding the foregoingNo further Advances, the Borrower or release of all or any portion of any Eligible Project, shall not be required to make a prepayment pursuant to this Section 2.5(b) permitted so long as (isuch 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 Over Advances on such date does not exceed $3,000,000excess borrowing, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 nor in any event within two (2) Business Days manner condition or impair Agent's or Lenders' rights thereunder in respect of receiving any such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at such timebreach thereof. (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 incurrence 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 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 Facility Usage exceeds the lesser 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 Elected Facility Amount then in effect or (ii) on each Reinvestment Prepayment Datethe Borrowing Base then in effect, the Borrowers shall immediately prepay the Loans in an amount equal to the Reinvestment Prepayment Amount amount of such excess, together with respect any amounts payable pursuant to the relevant Reinvestment Event shall be applied toward the prepayment Section 4.11 of the Loans this Agreement as set forth in Section 2.5(d)a result thereof. (b) If on any date of determination the aggregate principal amount outstanding balance of all Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Loan Advance Sublimit, the Borrower Borrowers shall immediately prepay the Loans in an aggregate amount equal to the amount of such Over Advance excess, together with any amounts payable pursuant to Section 4.11 of this Agreement as a result thereof. (c) If on such date. Notwithstanding any date the foregoingaggregate outstanding principal amount of all Daylight Overdraft Loans and all Swing Line Loans exceeds the Daylight Overdraft/Swing Line Sublimit, the Borrower Borrowers shall not be immediately prepay the Daylight Overdraft Loans and Swing Line 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. (d) If on any date the aggregate 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 event that the Borrowers are required to make a prepayment pursuant to Section 4.4(a), (b), (c), or (d) of this Section 2.5(b) so long as Agreement and after paying all outstanding Loans the Facility Usage continues to exceed the lesser of (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, Elected Facility Amount then in effect or (ii) no Default or Event of Default has occurred and is continuingthe Borrowing Base then in effect, (iii) the Borrowers 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. (Af) 110% of In the event that the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) L/C Obligations in respect of all Long Term Letters of Credit and all Performance Letters of Credit exceeds the Borrowing Base is deposited by Long Term and Performance L/C Sublimit, the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of Borrowers will deposit with the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds Cash Collateral 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 amount of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d)remaining excess. (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. (ai) If on at 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 time the prepayment aggregate outstanding balances of the Loans as Revolving Loan exceeds the lesser of (A) the Maximum Amount less the aggregate outstanding Swing Line Loan at such time and (B) the Aggregate Borrowing Base less the aggregate outstanding Swing Line Loan at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner 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 Annex B to the Reinvestment Prepayment Amount with respect extent required to eliminate such excess. Furthermore, if, at any time, the outstanding balance of the Revolving Loan to any Borrower exceeds such Borrower’s separate Borrowing Base less the outstanding balance of the Swing Line Loan to such Borrower, the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of such excess (and, to the relevant Reinvestment Event shall be applied toward the prepayment extent necessary, provide cash collateral for its Letter of the Loans Credit Obligations as set forth in Section 2.5(ddescribed above). (bii) If on Immediately upon receipt by any date Credit Party of determination the aggregate principal amount proceeds of Loans any asset disposition (excluding proceeds of dispositions of Equipment Inventory and P&E permitted by Section 6.8 having an aggregate Net Book Value in any Additional Loansone Fiscal Year, not exceeding $500,000) outstanding exceeds the Borrowing Base (or any sale of Stock of any Subsidiary of such excess amount being referred to herein asCredit Party, an “Over Advance”), the Borrower Borrowers shall prepay the Loans in an aggregate amount equal to all such Over Advance proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by any Credit Party in connection therewith (in each case, paid to non Affiliates), (B) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, on the assets so disposed, and (C) transfer taxes plus an appropriate reserve for income taxes in accordance with GAAP in connection therewith (“Net Proceeds”). Any such dateprepayment shall, subject to Section 1.3(b)(iv), be applied in accordance with Section 1.3(c). 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) foregoing and provided no Default or Event of Default has occurred and is continuing, such prepayment shall not be required to the extent such Credit Party reinvests the Net Proceeds of such disposition in productive assets (other than Equipment Inventory and Parts and Tools Inventory) of a kind then used or usable in the business of such Credit Party, within one hundred eighty (180) days after the date of such disposition or enters into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment. Pending such reinvestment, the Net Proceeds shall be delivered to the Agent and retained in a cash collateral account established for that purpose and shall be available for reinvestment so long as no Default or Event of Default is continuing. (iii) If any Credit Party issues Stock or any Indebtedness (other than Indebtedness permitted by Section 6.3) in excess of $1,000,000 in the aggregate of such Stock and such Indebtedness, no later than the Business Day following the date of receipt of the cash proceeds thereof, the issuing Credit Party shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non Affiliates in connection therewith; provided, that no such prepayment shall be required, so long as no Event of Default has occurred and is continuing, from the proceeds of any issuance of Stock by a Credit Party (Ai) 110% to any director, officer or other employee of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject Credit Party pursuant to the sole dominion and control of the Administrative Agent (the “Over Advance Account”)stock incentive plan adopted by H&E Delaware prior to, and as in effect on, the Closing Date, (ii) in connection with the Related Transactions, (iii) as consideration for any Person (other than any Affiliate of a Credit Party) providing permitted Indebtedness under Section 6.3, (iv) upon the earlier of to any other Credit Party or (Av) the next date on which the Borrower is required as consideration to deliver to the Administrative Agent a Borrowing Base Certificate pursuant any Person (other than an Affiliate) selling assets in any Permitted Acquisition. Any such prepayment shall, subject to Section 6.2 and (B) the occurrence of a Default or an Event of Default1.3(b)(iv), 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 applied 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 toward the prepayment of the Loans as set forth in Section 2.5(d1.3(c). (div) Amounts In the event that Section 1.3(b)(i), (ii) or (iii) shall require any prepayment to be applied made on a day other than an Interest Payment Date, then upon receipt of such prepayment and to the extent requested by any Borrower, Agent shall hold such amount as cash collateral (provided that the Borrower delivering the same shall have executed and delivered such documents as Agent shall have requested in connection with prepayments made pursuant to Section 2.5 such cash collateral) and, so long as no Default or Event of Default shall have occurred and be applied continuing, shall not apply such cash collateral to the prepayment under the applicable paragraph of this Section 1.3 until the Loans next succeeding Interest Payment Date. Such cash collateral shall be invested in Cash Equivalents as directed by such Borrower in accordance with Section 2.9such documents. Each prepayment Interest earned on such cash collateral shall accrue for the account of the Loans under Section 2.5 Borrower providing the same, shall constitute additional cash collateral and (assuming no Default or Event of Default shall be accompanied by accrued interest continuing) shall be, to the date of extent remaining, applied to such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6such next succeeding Interest Payment Date.

Mandatory Prepayments. (ai) If on any date (A) the aggregate unpaid principal amount of all outstanding Revolving Loans and Swingline Loans plus the outstanding Letter of Credit Obligations (to the extent not Cash Collateralized pursuant to clause (ii) below or as provided for in Section 3.07) exceeds the Aggregate Revolving Commitment or (B) the aggregate unpaid principal amount of Swingline Loans exceeds the Swingline Amount, in each such case the Borrower shall immediately prepay the amount of such excess. (ii) If on any Group Member date the aggregate amount of all Letter of Credit Obligations shall receive Net exceed either (x) the Letter of Credit Commitment or (y) the Aggregate Revolving Commitment, the Borrower shall 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 Collateralize on such date toward the prepayment its obligations in respect of the Loans as set forth Letters of Credit 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)such excess. (b) If on On each date upon which Holdings or any date of determination the aggregate principal amount its Subsidiaries receives any proceeds from any incurrence by Holdings or any of Loans its Subsidiaries of Indebtedness for borrowed money (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 other than Indebtedness for borrowed money permitted to be paid to incurred under Section 8.04 as in effect on 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 7.2Closing Date), an amount equal to 100% of the Net Cash Debt Proceeds thereof 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 date last day of such incurrence toward period (or such earlier date, as the prepayment case may be) as a mandatory repayment of principal of outstanding Term Loans and/or as a reduction to the Loans as set forth Aggregate Revolving Commitment pursuant to Section 2.07(i). Nothing in Section 2.5(d)this paragraph (c) shall be deemed to permit any Asset Sale not otherwise permitted under this Agreement. (d) Amounts 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 made pursuant to this Section 2.5 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 prepayment 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 Commitment. (j) Notwithstanding anything to the contrary contained in this Section 2.07, so long as any Tranche A Term Loans remain outstanding the Borrower shall have 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 Borrower shall give to the Administrative Agent written notice of the Borrower's intention to give the B Lenders the right to waive a Waivable Mandatory Repayment (including in such notice, the aggregate amount of such proposed 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 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 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest 2.07(i) and (2) second, to the date of such prepayment extent that any amount remains after 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 amount prepaid and the prepayment premium pursuant to Section 2.6date on which a Change of Control occurs.

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If at any time 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 Extensions of determination Credit exceed the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Commitments, the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to immediately make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver payment to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) for the 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 ratable accounts of the Loans (with the remaining balance to be paid to the Borrower Lenders 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 incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). necessary together with (dA) 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 principal amount repaid or prepaid and (B) in the prepayment premium case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 2.62.12(e), so that the Extensions of Credit do not exceed the Commitments. Any payments made under this Section 2.07(b)(i) shall be applied first to Swingline Loans until paid in full, second to Base Rate Loans until paid in full and third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full, pro rata among all Lenders holding same. (ii) On each date on which the Commitment is decreased pursuant to Section 2.06, the Borrower shall pay or prepay to the Administrative Agent for the ratable accounts of the Lenders such principal amount of the outstanding Loans as shall be necessary, together with (A) accrued interest to the date of such prepayment on the principal amount repaid or prepaid and (B) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 2.12(e), so that the aggregate amount of the Lenders’ Extensions of Credit does not exceed the Commitments. Any payments made under this Section 2.07(b)(ii) shall be applied first to Swingline Loans until paid in full, second to Base Rate Loans until paid in full and third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full, pro rata among all Lenders holding same. (iii) On each date on which the Swingline Commitment is reduced pursuant to Section 2.06(a)(ii), the Borrower shall pay or prepay to the Administrative Agent for the ratable accounts of the Lenders or prepay such principal amount outstanding of Swingline Loans, together with accrued interest to the date of such prepayment on the principal amount repaid or prepaid, if any, as may be necessary so that after such payment the aggregate unpaid principal amount of Swingline Loans does not exceed the amount of the Swingline Commitment as then reduced. (iv) On the Termination Date, the Borrower shall pay to the Administrative Agent for the ratable accounts of the Lenders, the principal amount of all Loans then outstanding, together with (A) accrued interest to the date of such payment on the principal amount repaid and (B) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 2.12(e). (v) Notwithstanding anything set forth herein to the contrary, prior to or simultaneously with the receipt of proceeds related to the remarketing of Bonds purchased pursuant to one or more Term Drawings, the Borrower shall directly, or through the applicable remarketing agent or Tender Agent on behalf of the Borrower, repay or prepay (as the case may be) then-outstanding Tender Advance Revolving Loans (in the order in which they were made), and then other outstanding Obligations hereunder, by paying to the Administrative Agent for the pro rata share of the Banks an amount equal to the sum of (A) the aggregate principal amount of the Bonds remarketed plus (B) all accrued interest on the principal amount of Tender Advance Revolving Loans and/or other Obligations so repaid or prepaid plus (C) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Banks in respect thereof pursuant to Section 2.12(e).

Mandatory Prepayments. (a) If Unless the Required Lenders shall otherwise agree, if on any date the Borrower or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event and the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated on a pro forma basis after giving effect to such Asset Sale, would exceed 5.50 to 1.00, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on or prior to the 10th day after such date toward to the prepayment of the Term Loans as set forth in Section 2.5(daccordance with Sections 2.7(d) and 2.13); 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 to the prepayment of the Term Loans as set forth in Section 2.5(d)accordance with Sections 2.7(d) and 2.13. (b) If Unless the Required Lenders shall otherwise agree, if on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower or any of its Subsidiaries shall prepay receive Net Cash Proceeds from any Recovery Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on or prior to the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on 10th day after such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 Term Loans (in accordance with Sections 2.7(d) and 2.13; provided, that, notwithstanding the remaining balance to be paid foregoing, on each Reinvestment Prepayment Date, an amount equal to the Borrower in such account designated by the Borrower) or (ii) only Reinvestment Prepayment Amount with respect to the extent no Over Advance exists on such date, directs relevant Reinvestment Event shall be applied to the Administrative Agent to (prepayment of the Term Loans in accordance with Sections 2.7(d) 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 time2.13. (c) If Unless the Required Lenders shall otherwise agree, if any Indebtedness shall be incurred by the Borrower or any Group Member 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 toward to the prepayment of the Loans as set forth Term Loans, in Section 2.5(d)accordance with Sections 2.7(d) and 2.13. (d) Amounts to be applied in connection with prepayments any prepayment made pursuant to Section 2.5 2.7 shall be applied to the prepayment of the Term Loans. The application of any prepayment pursuant to Section 2.7 shall be made, first, to Base Rate Loans in accordance with Section 2.9. and, second, to Eurodollar Loans.. Each prepayment of the Term Loans under Section 2.5 2.7 (except in the case of Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid prepaid. (e) If, on any Calculation Date, (i) the Dollar Equivalent of the aggregate outstanding principal amounts of Revolving Credit Loans in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit, or (ii) the Dollar Equivalent of the sum of the aggregate principal amount of all Revolving Credit Loans then outstanding and the prepayment premium pursuant L/C Obligations then outstanding exceeds an amount equal to Section 2.6105% of the Total Revolving Credit Commitments, the 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 outstanding Revolving Credit Loans in the amount of such excess.

Mandatory Prepayments. (a) If on any date any Group Member shall receive The Borrower shall, if and to the extent required pursuant to the Chase Credit Facility, apply 100% of the Net Cash Proceeds from of any Asset Sale or Recovery Event thenpromptly upon its receipt thereof (or, unless a Reinvestment Notice shall be delivered if applicable, promptly upon any amounts being deemed to constitute Net Proceeds as provided in respect thereof, the definition of 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, term) to (i) prepay the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from term loans outstanding under the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and Chase Credit Facility and/or (ii) on each Reinvestment Prepayment Date, an amount equal 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 Reinvestment Prepayment Amount extent of such prepayment. To the extent not used in accordance with respect to the relevant Reinvestment Event preceding sentence, the Borrower shall, or shall be applied toward cause its Subsidiaries to, prepay Borrowings with such Net Proceeds not later than the prepayment date which is one Business Day after the date of the Loans as set forth in Section 2.5(d)receipt thereof. (b) If on 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 determination receipt thereof. (c) Anything in Section 2.1 1(a) or (b) to the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingcontrary notwithstanding, the Borrower shall not be required to make a any prepayment pursuant to this Section 2.5(b) so long as (i) such Sections to the aggregate amount of Over Advances on such date does not exceed $3,000,000extent that, (ii) no Default or Event of Default has occurred and is continuingafter giving effect thereto, (iii) an amount equal to (A) 110% of the aggregate principal amount of the then outstanding Loans (excluding would be less than $75,000,000 but greater than $0, provided, however, that if at any Additional Loans) outstanding time the aggregate amount of prepayments pursuant to such Sections that shall have been prevented from being made pursuant to the operation of the 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 not 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 such date minus (B) the Borrowing Base is deposited deposit in which shall be invested in Permitted Investments designated by the Borrower on (or, in the absence of such date designation, as selected by the Administrative Agent in an interest-bearing segregated account its sole discretion) subject to the sole dominion and control 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 deliver to the Administrative Agent (i) at the “Over Advance Account”)time of each prepayment required under this Section 2.11, a certificate signed by a Financial Of fleer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ivii) upon not later than the earlier later of (A) the next date on which a Responsible Officer of the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 becomes aware that such prepayment will be made and (B) the 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) date that is three Business Days of receiving such direction) deposit all amounts in the Over Advance Account prior 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 incurrence toward prepayment, 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 Loans as set forth in Section 2.5(d)Net Proceeds therefrom. (de) Amounts to All prepayments under this Section 2.11 shall be applied in connection with prepayments made pursuant subject to Section 2.5 shall be applied to the prepayment of the Loans in accordance with 2.14 but otherwise without premium or penalty. All prepayments under this Section 2.9. Each prepayment of the Loans under Section 2.5 2.11 shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6payment.

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If (A) after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not Section 2.06(b)‎, the total Credit Exposures exceed $250,000 and the total Commitments or (iiB) on each Reinvestment Prepayment Date, an amount equal after giving effect to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment any reduction 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred pursuant to herein as, an “Over Advance”Section 2.07(e), the Borrower shall prepay total Credit Exposures exceed the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingBorrowing Base, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b(1) so long as (i) prepay the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (2) if any excess remains after prepaying all of the Loans Borrowings as set forth 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 2.5(d2.08(j)‎. (ii) Upon any redetermination 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 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 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. (diii) Amounts 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 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 applied held as cash collateral as provided in connection with prepayments ‎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 2.5 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 prepayment 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 Loans Eurodollar Borrowing with the least number of days remaining in accordance the Interest Period applicable thereto and ending with Section 2.9. 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 under Section 2.5 included in the prepaid Borrowings. Prepayments pursuant to this ‎Section 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6extent required by ‎Section 3.02.

Mandatory Prepayments. (a) If Repayment of Revolving Loans. (i) Except with respect to Protective Advances permitted under Section 2.1(e), 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 aggregate amount of the Loans as set forth Lenders’ Revolving Credit Exposures for any reason exceeds the Line Cap then in Section 2.5(d); providedeffect, 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 Lenders’ Revolving Credit Exposures to Swiss Borrower for any reason exceeds the Swiss Line Cap then in Section 2.5(d). (b) If on any date of determination effect or the aggregate principal amount of Loans (excluding the Lenders’ Revolving Credit Exposures to CGI Borrower for any Additional Loans) outstanding reason exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)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 shall prepay the Representative receives notice of such excess, Revolving Loans of such Borrower in an aggregate amount equal to such Over Advance on such dateexcess; 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. Notwithstanding If after giving effect to the prepayment (or Cash Collateralization) of all outstanding Revolving Loans in accordance with the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) Lenders’ Revolving Credit Exposures for any reason exceed the Line Cap then in effect, the aggregate amount of Over Advances on such date does not the Lenders’ Revolving Credit Exposures to Swiss Borrower for any reason exceed $3,000,000, (ii) no Default the Swiss Line Cap then in effect or Event of Default has occurred and is continuing, (iii) an the aggregate amount equal to (A) 110% of the aggregate principal amount 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 Loans Credit Outstanding (excluding and any Additional LoansBanker’s Acceptances and BA Equivalent Notes outstanding) outstanding on of such date minus (B) the Borrowing Base is deposited by the Borrower on in relation to such date in an interest-bearing segregated account subject Class to the sole dominion and control extent of such excess within one (1) Business Day after the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence Representative receives notice 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 excess. (ii) only The Revolving Loans shall be repaid daily in accordance with (and to the extent no Over Advance exists on such daterequired under) the provisions of Section 10.9, 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 incurrence 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 2.6extent then applicable.

Mandatory Prepayments. If at any time: (a) 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 Dollar Equivalent Amount of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, sum of (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 all outstanding Loans denominated in an Alternate Currency, (ii) on each Reinvestment Prepayment Dateall outstanding Loans denominated in Dollars made against the Alternate Currency Commitments, an amount equal to (iii) the Reinvestment Prepayment outstanding Dollar Equivalent Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans as set forth Letter of Credit Usage for Alternate Currency Letters of Credit, and (iv) the Letter of Credit Usage for Letters of Credit denominated in Section 2.5(d). (b) If on any date Dollars issued against the Alternate Currency Commitments, so determined by the Administrative Agent, in the aggregate, exceeds 105% of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Alternate Currency Commitment, the Borrower shall prepay repay (and cause the applicable Qualified Borrowers to repay) such Loans in an aggregate amount (such amount, the “Alternate Currency Excess”) equal to the lesser of (x) the amount necessary to eliminate such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as excess and (iy) the aggregate amount of Over Advances on such date does Loans, and if such excess is not exceed $3,000,000eliminated by reason of such prepayment the 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 issued against the Alternate Currency Commitments in the amount necessary to eliminate such excess; or (b) the Dollar Equivalent Amount of the sum of (i) all outstanding Loans and (ii) no Default or Event the outstanding Dollar Equivalent Amount of Default has occurred and is continuingthe Letter of Credit Usage so determined by the Administrative Agent, (iii) an amount equal to (A) 110in the aggregate, exceeds 105% of the 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 (x) the amount necessary to eliminate such excess and (y) the aggregate principal amount of Loans (excluding any Additional such Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier if such excess is not eliminated by reason of (A) the next date on which the such prepayment Borrower is required to deliver will pay to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of DefaultAgent, the Borrower either (i) directs the Administrative Agent to apply the proceeds for deposit in the Over Advance Account equal Letter of Credit Collateral Account, Cash Collateral with respect to the then applicable Over Advances to the prepayment Letters 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 Credit in the Over Advance Account amount necessary to eliminate such account designated by the Borrower in writing at such timeexcess. (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 incurrence 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 on any date any Group Member The Borrower 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 make the prepayment of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, following mandatory prepayments: (i) If at any time prior to the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may Maturity Date the Debt to Equity Ratio exceeds the Maximum Debt to Equity Ratio, then the Borrower shall have seven Business Days either (x) to obtain an Equity Contribution in an amount sufficient to cause the Debt to Equity Ratio to be excluded from equal to or less than the foregoing requirement pursuant Maximum Debt to a Reinvestment Notice shall not exceed $250,000 and Equity Ratio or (y) to prepay Loans in accordance with Section 2.09(b) in an amount required to cause the Debt to Equity Ratio to be equal to or less than the Maximum Debt to Equity Ratio. (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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate prepay Loans pursuant to Section 6.2 and (B) the occurrence 5.20 in connection with its receipt of a Default or an Event of Defaultany Loss Proceeds, then the Borrower either (i) directs the Administrative Agent to shall apply the proceeds in the Over Advance Account equal to the then applicable Over Advances such amount 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 7.22.09(b). (iii) In the event of any termination of all the Revolving Commitments, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied Borrower shall, on the date of such incurrence toward the prepayment termination, repay or prepay all its outstanding Revolving Loans and terminate all its outstanding Letters 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 Credit or cash collateralize such Letters of the Loans Credit in accordance with Section 2.92.04(j). Each prepayment If as a result of any partial reduction of the Loans under Section 2.5 shall be accompanied by accrued interest to 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 prepayment reduction, repay or prepay Revolving Loans and/or cash collateralize Letters of Credit in an amount sufficient to eliminate such excess. (iv) In the event of any termination of all the Construction Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Construction Loans. If as a result of any partial reduction of the Construction Commitments, the aggregate amount prepaid 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. (v) The Borrower shall, on the date of receipt of any proceeds of any Permitted Refinancing, repay the Loans with all of such proceeds (net of the portion of such proceeds used to pay fees and other transaction costs), and if all the prepayment premium pursuant to Section 2.6Loans have been repaid, cash collateralize outstanding Letter of Credit Obligations, if any, with such net proceeds.

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth 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 2.5(d2.08(j). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied Upon any redetermination of or adjustment to the prepayment amount of the Loans Borrowing Base in accordance with Section 2.92.07(b) or Section 8.13(c) at any time, 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 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 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 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 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 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 under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date extent required by Section 3.02. (vi) If, at any time, after the receipt by 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 of any Permitted Debt, then, on the amount prepaid 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 prepayment premium pursuant Aggregate Maximum Credit Amounts of the Lenders shall automatically and permanently reduce) in an amount equal to Section 2.6such excess cash proceeds.

Mandatory Prepayments. (ai) If on the Company or any date of its Subsidiaries shall at any Group Member time or from time to time make or agree to make a sale of properties permitted by subsection 7.2(f), or harvest excess timber permitted by Section 7.4, then (A) the Net Proceeds of such sale shall receive Net Cash Proceeds from any Asset Sale either be paid by the Company as a prepayment of such Senior Debt as the Company may elect to so prepay or Recovery Event thenreinvested as required by subsection 7.2(f), and (B) the net proceeds of such excess harvest shall either be paid by the Company as a prepayment of such Senior Debt as the Company may elect to so prepay or reinvested as required by Section 7.4; provided that, in each case, the Company may not prepay Senior Debt other than the Loans and the Facility B Loans pursuant to this subsection 2.7(a)(i) unless a Reinvestment Notice the Company shall also prepay the Loans and the Facility B Loans in an aggregate amount as shall be delivered necessary to cause the Banks together with the "Banks" as defined in the Facility B Credit Agreement to share such prepayment with the other Senior Debt at least pro rata. Prepayments to be made with respect thereofto the Loans and the Facility B Loans pursuant to this subsection 2.7(a)(i) shall be applied first to prepay any Base Rate Loans then outstanding, such Net second, at the Company's option, to Cash Proceeds Collateralize (which cash collateral shall be applied on such the maturity date toward of their Interest Periods to prepay then outstanding Offshore Rate Loans in the prepayment order of their maturities) or to prepay any Offshore Rate Loans then outstanding (in the order of the maturity of their Interest Periods), and third to prepay or to cash collateralize Facility B Loans in accordance with Section 2.7(a)(i) of the Facility B Credit Agreement. (ii) Subject to payment of any amounts owing under Section 3.4, if the Effective Amount of all Loans then outstanding exceeds the Aggregate Commitment, the Company shall immediately, and without notice or demand, prepay the outstanding principal amount 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, by an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event applicable excess. Any such prepayment shall be applied toward first to any Base Rate Loans then outstanding and second, at the prepayment of the Loans as set forth in Section 2.5(d). Company's option, to Cash Collateralize (b) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 cash collateral shall be applied on the maturity date of such incurrence toward their Interest Periods to prepay then outstanding Offshore Rate Loans in the prepayment order of their maturities) or to prepay Offshore Rate Loans (in the order of the Loans as set forth in Section 2.5(dmaturity of their Interest Periods). (diii) Amounts Subject to be applied in connection with prepayments made payment of any amounts owing under Section 3.4, if the Company shall incur any Senior Debt for borrowed money pursuant to Section 2.5 subsection 7.6(i) other than Loans, the Company shall prepay, on the date the Company receives the net proceeds thereof, the outstanding principal amount of the loans in an amount equal to the net proceeds of such Senior Debt. Any such prepayment shall be applied first to any Base Rate Loans then outstanding, and second, at the prepayment Company's option, to Cash Collateralize (which cash collateral shall be applied on the maturity date of their Interest Periods to prepay then outstanding Offshore Rate Loans in the order of their maturities) or to prepay Offshore Rate Loans (in the order of the Loans in accordance with Section 2.9. Each prepayment maturity 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 2.6their Interest Periods).

Mandatory Prepayments. (a) 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 In the prepayment event that the outstanding aggregate amount of the Loans as set forth in Section 2.5(d); providedand the Tranche A Letter of Credit Accommodations exceeds the Revolving Credit Availability, that, notwithstanding the foregoing, (i) or the aggregate Net Cash Proceeds outstanding amount of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not Tranche B Letter of Credit Accommodations exceed $250,000 and (ii) on each Reinvestment Prepayment Datethe Letter of Credit Availability, an or the aggregate 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 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 Section 2.5(d)that circumstance or on any future occasions and Borrower shall, upon demand by Agent, which may be made at any time or from time to time, immediately repay to Agent, for the ratable benefit of Lenders, the entire amount of any such excess(es) for which payment is demanded or in the case of Letter of Credit Accommodations, provide cash collateral to Agent (for itself and the ratable benefit of Lenders) in such amount. (b) If Immediately after the receipt by Borrower or any of its Subsidiaries of any Net Cash Proceeds on account of (i) the sale, assignment or other disposition of assets of Borrower or any date of determination its Subsidiaries (other than (A) sales of Inventory in the ordinary course of Borrower's and its Subsidiaries' business, or (B) so long as no Event of Default exists or has occurred, sales of worn-out or obsolete Equipment to the extent permitted under Section 7.12 in the aggregate amount of up to $250,000 for all such sales of such Equipment), or (ii) the loss of or damage to all or any portion of the assets of Borrower or any of its Subsidiaries, Borrower shall absolutely and unconditionally, without notice or demand, make a payment to Agent for the ratable benefit of Lenders as a mandatory prepayment of the then outstanding principal amount of Loans (excluding any Additional the Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to one hundred (100%) percent of all such Over Advance on Net Cash Proceeds, PROVIDED, THAT, Borrower or such date. Notwithstanding the foregoing, the Borrower Subsidiary shall not be required to make a such mandatory prepayment pursuant to this Section 2.5(b) so long with the proceeds of sales of worn-out or obsolete Equipment as provided in clause (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal above prior to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, so long as all of such proceeds are used within ninety (90) days after the Borrower either (i) directs the Administrative Agent date of receipt thereof to apply the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment purchase new Equipment free and clear of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the Borrower) any security interest, lien, claim 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 timeother encumbrance. (c) If any Indebtedness Subject to Section 10.1(e) hereof, all such payments in respect of the Loans pursuant to this Section 3.5 shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an without premium or penalty. All interest accrued on the principal amount equal to 100% of the Net Cash Proceeds thereof Loans paid pursuant to this Section 3.5 shall be applied paid, or may be charged by Agent to the loan account(s) of Borrower, at Agent's option, on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d)payment. (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 Within five (5) days following the date on which a Parent Equity Investor (or its respective Taxpayer Owner(s) or other designated affiliate) makes or, under the terms of the Contribution Agreement, is required to make, a contribution or other payment to the Borrower on account of its respective RTC Allocable Share for such Tax Year (a “Contribution”), but, in any date event, no later than on December 16 of each year following the relevant Tax Year, the Borrower shall prepay outstanding Loans in an amount equal to each such Contribution. (b) To the extent the Project Company Senior Debt Obligations have been paid in full (with the exception of any Group Member such obligations that expressly survive the termination of the Project Company Loan Documents), upon the occurrence of the following events: (i) a sale of all or a substantial portion of the Project Company’s Property; and/or (ii) an Event of Loss, whereby the aggregate amount of the Net Proceeds From Event of Loss received by the Borrower in connection with such Event of Loss during the Fiscal Year exceeds $100,000; the Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless make 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 and other Obligations then owing 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 lesser of (x) the aggregate amount of all such Loans and Obligations and (y) the amount of proceeds received in connection with respect to the relevant Reinvestment Event shall be applied toward events described in clauses (i) and (ii) above, as applicable (net of sale, use or other transaction taxes payable in connection therewith and other direct transaction expenses reasonably incurred by the prepayment of the Loans as set forth Borrower in Section 2.5(dconnection with any such events). (bc) If on any date of determination Subject to restrictions contained in the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds Project Company Credit Agreement or the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Depositary Agreement, the Borrower shall promptly (and in any event within 5 Business Days) prepay outstanding Loans and other amounts hereunder with any and all amounts transferred or credited to the Loans Sweep Account in an aggregate amount equal to such Over Advance on such dateaccordance with or as permitted under the Depositary Agreement. Notwithstanding the foregoing, the Borrower shall not be required permitted to make a prepayment pursuant pay or cause to this Section 2.5(b) so long as (i) the be paid up to an aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate 250,000 solely pursuant to Section 6.2 and (B) the 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 (accordance 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 Contribution Agreement (and the Administrative Agent thereafter shall promptlyParent Equity Investor Subordination Agreements) in respect of accrued and unpaid interest that is due and payable in cash on Proportionate Notes (under, but in any event within two (2) Business Days of receiving such direction) deposit all amounts in and as defined 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 incurrence toward the prepayment of the Loans as set forth in Section 2.5(dContribution Agreement). (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 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds If either (A) (l) as of Asset Sales and Recovery Events that may be excluded from the foregoing requirement any date on which a calculation is made pursuant to a Reinvestment Notice Section 2.1(b) hereof, the Credit Exposure shall not exceed $250,000 the Commitment Limit and (ii2) 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 as of the Loans date five (5) Business Days following the Borrower’s receipt of notification (whether written or oral and regardless of the source of such notification) of such excess, the Credit Exposure remains in excess of the Commitment Limit (as set forth in recalculated pursuant to Section 2.5(d2.1(b). ) or (bB) If on as of any date on which a calculation is made pursuant to Section 2.1(b) hereof, the Credit Exposure shall exceed the Elevated Commitment Limit and Borrower is notified of determination same (whether written or oral and regardless of the aggregate principal amount source of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”notification), the Borrower shall immediately (and, in any case, as of the end of the then-applicable Business Day) either prepay the outstanding balance on the Loans in an aggregate amount sufficient to cause the Credit Exposure to be equal to or less than the Commitment Limit or provide additional collateral security for the Borrower Obligations, in form and substance and pursuant to documentation acceptable to both the Administrative Agent and the Required Lenders (in their sole and absolute discretion) such Over Advance on such date. Notwithstanding that the foregoingadjusted value of the collateral security for the Borrower’s Obligations is, pursuant to calculations that are acceptable in form and substance to both the Administrative Agent and the Required Lenders (in their sole and absolute discretion), equal to or in excess of the Credit Exposure. (ii) If at any time the Credit Exposure shall exceed the Maximum Loan Amount, the Borrower shall not be required immediately prepay the outstanding balance on the Loans in an amount sufficient to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on eliminate such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, excess. (iii) Upon the sale of any Advance Property by Borrower or a Subsidiary of Borrower or the sale of any direct or indirect interest in an amount equal to (A) 110% Advance Property or of the aggregate principal amount Capital Stock of Loans (excluding any Additional Loans) outstanding on Person holding any interest in any Advance Property, the Net Sales Proceeds of any such date minus (B) the Borrowing Base is deposited sale shall be paid by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (for the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 benefit of the Loans (with the remaining balance to be paid to the Borrower in such account designated by the BorrowerLenders) 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 after any such direction) deposit all amounts sale 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% the lesser of (A) one hundred percent (l00%) of such Net Sales Proceeds and (B) the Net Cash Proceeds thereof shall be applied outstanding balance on the date of Loan applicable to such incurrence 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 Advance Property, and such amount shall be applied to the prepayment outstanding balance on the Loan applicable to such Advance Property. (iv) If Borrower shall (i) make a material misrepresentation in a Notice of Borrowing or an Officer’s Certificate or (ii) intentionally make a materially misleading disclosure in a Notice of Borrowing or an Officer’s Certificate, then Administrative Agent on behalf of Lenders shall be entitled to demand repayment of the Loans in accordance with Section 2.9. Each prepayment Loan related to the Advance Property which was the subject of the Notice of Borrowing or the Officer’s Certificate and Borrower shall repay such Loan and interest accrued thereon within thirty (30) days after Administrative Agent’s demand therefore. (v) All prepayments of Fixed LIBOR Rate Loans made under this Section 2.5 2.3.10(b) shall be accompanied by accrued interest subject to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6Make-Whole Provision.

Mandatory Prepayments. (a) If Unless the Required Lenders shall otherwise agree, if any Loan Party shall incur or issue any Indebtedness (other than Permitted Indebtedness), then upon receipt of the Net Cash Proceeds from such issuance or incurrence, Borrower shall prepay the principal amount of the Loans in an amount equal to the amount of the 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) Unless the Required Lenders shall otherwise agree, if on any date any Group Member Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenany Purchase Price Refund which, unless a Reinvestment Notice 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 be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward prepay the prepayment principal amount 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 amount of such Excess Proceeds. The provisions of this Section do not constitute a consent to the relevant Reinvestment Event shall be applied toward the prepayment consummation of the Loans as set forth in Section 2.5(d)any Disposition. (bc) If on any date Upon the occurrence of determination 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 aggregate sum of (i) the outstanding principal amount of Loans such Lender’s Loans, (excluding any Additional Loansii) outstanding exceeds the Borrowing Base accrued but unpaid interest thereon and (such excess amount being referred iii) the Make-Whole Amount or the Applicable Premium (if any). If a Change of Control occurs prior to herein asthe Commitment Expiration Date, an “Over Advance”)unless otherwise agreed to by all Lenders, the Borrower Commitments shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. immediately terminate. (d) Notwithstanding the foregoing, prior to the Borrower 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 make a 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 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 2.7 shall be incurred by any Group Member (excluding any Indebtedness incurred applied in accordance with Section 7.2), an amount equal to 100% 2.9 and shall be accompanied by a cash payment of the Net accrued interest (whether accrued as Cash Proceeds thereof shall be applied Interest or PIK Interest) to the Prepayment Date on the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection principal amount prepaid together with prepayments made pursuant to Section 2.5 shall be applied to the prepayment of the Loans in accordance with Section 2.9all 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 under Section 2.5 pursuant Sections 2.7(a) or 2.7(b) on or prior to the third anniversary of the Funding Date shall be accompanied by accrued interest the concurrent payment of the Applicable Premium or, in the case of prepayments prior to the date second anniversary of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6Funding Date, by a Make-Whole Amount.

Mandatory Prepayments. (ai) If on any date any Group Member day the aggregate outstanding balances of the Revolving Loan, the Swing Line Loan and the Export-Related Loan exceed the Maximum Amount, Borrower 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 day repay the prepayment aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the Loans as aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 2.5(d)Annex B to the extent required to eliminate such excess. If on any day the aggregate outstanding balances of the Revolving Loan and the Swing Line Loan exceed the Borrowing Base, Borrower shall on such day repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess; provided, thatthat solely for purposes of this sentence, notwithstanding any reduction in the Borrowing Base due to the establishment or modification of Reserves (other than pursuant to Section 5.4(a)), or the adjustment of any criteria in Section 1.6 or 1.7, or the establishment of any new criteria for, or adjustment of advance rates with respect to, Eligible Accounts or Eligible Inventory, shall be effective on the second Business Day after receipt by Borrower of notice from the Agent of such reduction. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. If on any day the outstanding balance of the Export-Related Loan exceeds the lesser of (A) the Export-Related Loan Commitment and (B) the Export-Related Borrowing Base, Borrower shall on such day repay the aggregate outstanding Export-Related Advances to the extent required to eliminate such excess. Notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement any Overadvance made pursuant to a Reinvestment Notice Section 1.1(a)(iii) shall not exceed $250,000 and be repaid only on demand. (ii) on each Reinvestment Prepayment Date, an amount equal to On 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 receipt by any Credit Party of Loans proceeds of any asset disposition (excluding any Additional Loans) outstanding exceeds the Borrowing Base proceeds of asset dispositions permitted by Section 6.8 (such excess amount being referred to herein as, an “Over Advance”a), the (d) and (f), and proceeds of asset dispositions permitted by Section 6.8(c) in an aggregate amount not exceeding $300,000 in any Fiscal Year) or any sale of Stock of any Subsidiary of any Credit Party, Borrower shall prepay the Loans in an aggregate amount equal to all such Over Advance on proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such datetransaction 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. Notwithstanding Any such prepayment shall be applied in accordance with Section 1.3(c). (iii) If any Credit Party issues Stock (other than proceeds in an aggregate amount not exceeding $1,000,000 received upon issuance or sale of Stock to directors, management or employees of any Credit Party under any employment or similar agreement or stock option, stock purchase or benefit plan) or any debt securities (other then Indebtedness permitted under Section 6.3), no later than the foregoingBusiness Day following the date of receipt of the proceeds thereof, the Borrower shall not prepay the Loans in an amount equal to the product of (x) 75% multiplied by (y) all such proceeds, net of underwriting discounts and commissions and other reasonable costs, fees and expenses paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c). (iv) Borrower shall prepay the Term Loan on the date that is 10 days after (a) the date on which the Borrower’s annual audited financial statements for the Fiscal Year ending September 30, 2005 are delivered pursuant to Annex E or (b) the date on which such annual audited financial statements were required to make a prepayment be delivered pursuant to Annex E in an amount equal to twenty-five percent (25%) of Excess Cash Flow for the immediately preceding Fiscal Year; provided, that the sum of any such prepayments pursuant to this Section 2.5(b1.3(b)(iv) so long as (i) along with the aggregate amount of Over Advances on such date does payment pursuant to Section 1.1(b)(ii) shall not exceed exceed, in the aggregate, $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal 6,250,000. Any prepayments from Excess Cash Flow paid pursuant to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and this clause (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 applied in accordance with Section 7.21.3(c), 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 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 such prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to a certificate signed by Borrower’s chief financial officer or treasurer certifying the date of such prepayment on the amount prepaid manner in which Excess Cash Flow was calculated and the prepayment premium pursuant resulting prepayment, which certificate shall be in form and substance reasonably satisfactory to Section 2.6Agent.

Mandatory Prepayments. (ai) If In the event of the sale or issuance by any Borrower or any of its Subsidiaries of any Capital Stock (or any similar related instrument) (other than in connection with the Restructuring so long as shares of Capital Stock are issued only to Owners or Borrowers existing on the date of this Agreement) or the incurrence of any Indebtedness by any Borrower or any of its Subsidiaries (other than the Loans hereunder), immediately thereupon the Borrowers shall prepay the Loans in an amount equal to the proceeds (net of expenses of sale, issuance or incurrence) of such sale, issuance or incurrence, together with all accrued and unpaid interest on the principal amount on the Loans being repaid through the date of prepayment and any Group Member Breakage Costs applicable thereto. (ii) In the event of the occurrence of an Asset Sale, immediately thereupon the Borrowers shall receive prepay the Loans in an amount equal to the Net Cash Proceeds of such Asset Sale, together with all accrued and unpaid interest on the principal amount on the Loans being repaid through the date of prepayment and any Breakage Costs applicable thereto; provided, however, that -------- ------- such prepayment shall be required only if Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such exceed $250,000 (it being understood that if Net Cash Proceeds shall exceed $250,000, the entire amount thereof must be applied on such date toward used to prepay the prepayment Loans, not just the amount in excess of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i$250,000) the aggregate when aggregated with Net Cash Proceeds of from other Asset Sales and Recovery Events that may be excluded from since 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 date of the Loans as set forth in Section 2.5(d)this Agreement. (biii) If on any date of determination the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred Borrowers are required to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding a day other than on the foregoinglast day of the applicable Interest Period, the Borrower Borrowers shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as obligated for any Breakage Costs in connection therewith if (ix) the aggregate amount Borrowers irrevocably deposit in escrow with the Agent cash or securities issued by the United States or a combination thereof in amounts (including interest, but without consideration of Over Advances any reinvestment of such interest) and with maturities sufficient to pay and discharge on such date does not exceed $3,000,000last day of an applicable Interest Period the principal of and interest on such Loans, (iiy) no Default or Event (to the extent that the Borrowers deposit securities) the Borrowers deliver to the Agent a certificate from a nationally recognized firm of Default has occurred independent accountants expressing its opinion that such deposited cash and/or securities will provide cash at such times and is continuing, (iii) an amount equal in such amounts as will be sufficient to (A) 110% pay the principal of and interest on such Loans due on such last day of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”)applicable Interest Period, and (ivz) upon on such last day of the earlier applicable Interest Period such cash and/or securities have a value sufficient to pay in full the principal of (A) and interest on such Loans. The Agent shall apply all amounts so deposited with it, as appropriate, to such prepayment and payment on the next date on which last day of the Borrower is required to deliver to applicable Interest Period. The Borrowers will cause the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the occurrence of a Default or an Event of Default, the Borrower either (i) directs the Administrative Agent to apply have (for the proceeds in the Over Advance Account equal to the then applicable Over Advances to the prepayment benefit of the Loans (with the remaining balance to be paid to the Borrower in Lenders) a First Priority Lien on any such account designated by the Borrower) or (ii) only to the extent no Over Advance exists on such date, directs the Administrative Agent to (cash 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 timesecurities. (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 incurrence 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. (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 on sells any date Pledged Lease or other material assets or other properties, (b) sells or issues any Group Member 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 receive Net Cash Proceeds from any Asset Sale deposit 100% (or Recovery Event then, unless a Reinvestment Notice shall be delivered such lesser amount as is required to indefeasibly pay in cash in full the Obligations (other than indemnity obligations that are not then due and payable or with respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment to which no claim has been made)) of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding cash proceeds thereof (net of reasonable transaction costs and expenses and taxes) to the foregoing, Collateral Account. (3) In no event shall the sum of the aggregate outstanding principal balance of the Revolving Loan Advances exceed the lesser of (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 Borrowing Base and (ii) on each Reinvestment Prepayment Datethe Maximum Revolving Loan Amount. If at any time and for any reason, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment outstanding unpaid principal balance of the Loans as set forth in Section 2.5(d). (b) If on any date of determination Revolving Loan Advances exceed the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein asMaximum Revolving Loan Amount, an “Over Advance”), the Borrower shall prepay promptly, and in any event within five (5) Business Days, without the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingnecessity of any notice or demand, the Borrower shall whether or not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and or is continuing, (iii) prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Revolving Loan Advances and the Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Loan exceeds the Borrowing Base (Aincluding due to any Eligible Lease thereafter failing to meet the eligibility criteria and becoming an Ineligible Lease; provided, however, that if such Lease is an Ineligible Lease solely as a result of a Regulatory Trigger Event described in clause (xxx) 110% of the definition of “Eligible Leases” Borrower shall 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 Borrower shall without the necessity of any notice or demand, whether or not a Default or Event of Default has occurred or is continuing, either (x) prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base or (y) increase the aggregate principal amount balance of Loans (excluding any Additional Loans) outstanding on such date minus (B) Eligible Leases pledged to Agent in accordance with this Agreement so that the Borrowing Base is deposited by equal to or exceeds the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control then outstanding principal balance of the Administrative Loan. The pledge and delivery to Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 (additional Eligible Leases shall comply 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 incurrence toward the prepayment of the Loans as document delivery requirements 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 Sections 2.9 and 4.2 of the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 this Agreement, as applicable, and shall be accompanied by accrued interest a certification from Borrower that demonstrates that after giving effect to the date pledge to Agent of such prepayment on additional Eligible Leases, the amount prepaid and outstanding unpaid principal balance of the prepayment premium pursuant Loan is equal to Section 2.6or less than the Borrowing Base.

Mandatory Prepayments. (ai) If on Except as provided in Section 2.8(e) or Section 2.7(d)(ii) below, if at any date time the Revolving Credit Exposure of the Revolving Credit Lenders exceeds the Aggregate Commitments then in effect, including as a result of any Group Member termination of the 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 receive Net immediately prepay the entire amount of such excess to Administrative Agent, for the ratable account of the Revolving Credit Lenders, and/or Cash Proceeds from any Asset Sale or Recovery Event thenCollateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.7(d) unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward after 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 principal amount equal to such Borrowing Base Deficiency, and (B) if a Borrowing Base Deficiency remains after prepaying all of the Loans as set forth a result of outstanding L/C Obligations, Cash Collateralize L/C Obligations 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 such Borrowing Base Deficiency. Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on or prior to the relevant Reinvestment Event shall be applied toward first Business Day succeeding the prepayment date it or any of its Restricted Subsidiaries receives cash proceeds as a result of the Loans as set forth in Section 2.5(d)applicable Disposition, Borrowing Base Hedge Liquidation or issuance or incurrence of Permitted Additional Debt. (biii) If on If, at the end of the last Business Day of any date of determination calendar 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 Loans (excluding any Additional LoansA) outstanding exceeds the Borrowing Base (amount of such excess amount being referred to herein as, an “Over Advance”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), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to lesser of (A) 110% one hundred percent (100%) of the aggregate principal amount net cash proceeds received in respect of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 Debt and (B) the 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 outstanding principal balance of the Loans (with the remaining balance Loans. Nothing in this paragraph is intended to be paid permit Borrower or any Restricted Subsidiary 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 timeincur Debt other than as permitted under Section 8.1. (cv) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred Borrower elects to prepay the Loans to remedy a Borrowing Base Deficiency in accordance with Section 7.22.8(e), an amount equal to 100% of the Net Cash Proceeds thereof Borrower shall be applied on the date of make such incurrence toward the prepayment of the Loans as set forth prepayments in accordance with such election and Section 2.5(d2.8(e)(ii)(A). (dvi) Amounts to be applied in connection with prepayments made pursuant to Each prepayment required by this Section 2.5 2.7(d) shall be applied applied, first, to the prepayment of the Loans any Base Rate Borrowings then 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 accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 such order as Borrower may direct or, if Borrower fails to so direct, as Administrative Agent shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6elect.

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”2.06(b), the Borrower shall prepay total Revolving Credit Exposures exceeds the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingtotal Commitments, then the Borrower shall not be required to make a prepayment pursuant to this Section 2.5(bimmediately (and in any event on the Business Day of such termination or reduction) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of prepay the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 Borrowings on the date of such incurrence toward the prepayment termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Loans Borrowings as set forth 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 2.5(d2.08(i). (dii) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied Upon any redetermination of or adjustment to the prepayment amount of the Loans Borrowing Base in accordance with Section 2.92.07 (other than in accordance with Section 2.07(e) or (f)) or 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 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(i). The Borrower shall be obligated to make such prepayments in six substantially equal monthly installments, the first of which shall be due on the thirtieth day following receipt of the 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)(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 9.11, 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 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(i) The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral either on the date it or any Subsidiary receives cash proceeds as a result of such disposition or on the date the Permitted Additional Senior Notes are issued or hedge positions are terminated, as applicable; 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 under included in the prepaid Borrowings. Prepayments pursuant to this Section 2.5 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.

Mandatory Prepayments. (a) If on at any date any Group Member shall receive Net Cash Proceeds from any Asset Sale time (whether as a result of a change in the Consolidated Borrowing Base 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(dotherwise); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds principal amount of Asset Sales all Loans outstanding plus the Letter of Credit Exposure exceeds the lesser of (x) the Consolidated Borrowing Base then in effect and Recovery Events that may be excluded from (y) the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and aggregate amount of the Commitments of all Banks, or (ii) on each Reinvestment Prepayment Datethe aggregate principal amount of all Capital Expenditure Advances outstanding exceeds $3,000,000, Borrower shall immediately prepay the Loans in an amount at least equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event such excess. All such mandatory prepayments shall be applied toward accompanied by, and Borrower shall pay, interest thereon which has accrued until the prepayment date of the Loans as set forth in Section 2.5(d)payment thereof. (b) If on at any date time, Parent Company makes a Qualified Debt Offering permitted under Section 6.2(v), unless the Required Banks agree otherwise in writing prior to such Qualified Debt Offering, (i) Borrower shall immediately prepay the Loans in amounts equal to, in the aggregate, the Net Cash Proceeds of determination the aggregate principal Qualified Debt Offering, and (ii) the Commitments of the Banks shall be ratably reduced by the amount of Loans such Net Cash Proceeds. (excluding any Additional Loansc) outstanding exceeds On or before the Borrowing Base (such excess amount being referred to herein as120th day after each Capital Expenditure Advance, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on Capital Expenditure Advance. All such date. Notwithstanding the foregoingmandatory prepayments shall be accompanied by, the and Borrower shall not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000pay, (ii) no Default or Event of Default interest thereon which has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 accrued until the date of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d)payment thereof. (d) Amounts By 11:00 A.M. (San Antonio time) on the date that a mandatory prepayment is required under this Section 2.8, Borrower shall select which outstanding Loans (indicating the Type) are to be applied in connection with prepayments made pursuant to Section 2.5 prepaid and shall notify the Agent thereof. Such notice shall not be revocable by Borrower. By 12:00 noon (San Antonio time) on the date of receipt of such notice, 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 prepayment of respective Loans so selected. (e) As provided in Section 2.2(d), Borrower shall immediately prepay the Loans in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by principal of, and accrued interest on, portions of Borrowings funded by the Agent as to which and to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6extent a Bank has not funded its pro rata portion.

Mandatory Prepayments. (ai) If on at 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 time the prepayment aggregate outstanding balances of the Loans as US Revolving Loan and the US Swing Line Loan exceeds the US Maximum Amount, US Borrower shall immediately repay the aggregate outstanding US Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding US Revolving Credit Advances, US Borrower shall provide cash collateral for the Letter of Credit Obligations incurred on behalf of the US Borrower in the manner set forth in Section 2.5(d); provided, that, notwithstanding Annex B to the foregoing, (i) extent required to eliminate such excess. If at any time the aggregate Net Cash Proceeds outstanding balances of Asset Sales the European Revolving Loan and Recovery Events that may be excluded from the foregoing requirement pursuant European Swing Line Loan exceed the European Maximum Amount, European Borrower shall immediately repay the aggregate outstanding European Revolving Credit Advances to a Reinvestment Notice the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding European Revolving Credit Advances, European Borrower shall not exceed $250,000 and provide cash collateral for the Letter of Credit Obligations incurred on behalf of the European Borrower in the manner set forth in Annex B to the extent required to eliminate such excess. (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 Immediately upon receipt by any US Credit Party of the Loans as set forth in Section 2.5(d). (b) If on proceeds of any date of determination the aggregate principal amount of Loans asset disposition (excluding proceeds of asset dispositions permitted by Section 6.8(a)) or any Additional Loans) outstanding exceeds the Borrowing Base sale of Stock of any Subsidiary of any US Credit Party (such excess amount being referred other than any issuance or sale of Stock to herein as, an “Over Advance”any other Credit Party permitted by Section 6.5(b), the Borrower 6.8(d) or 6.8(e)), Borrowers shall prepay the Loans in an aggregate amount equal to all such Over Advance on proceeds in excess of the Asset Disposition Threshold Amount, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such date. Notwithstanding the foregoingtransaction and payable by such US Credit Party in connection therewith (in each case, the Borrower shall not be required paid to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000non-Affiliates), (iiB) no Default or Event transfer taxes, (C) amounts payable to holders of Default has occurred senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and is continuing, (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall be paid and applied in accordance with Section 1.3(c)(i). (iii) Immediately upon receipt by any European Credit Party of proceeds of any asset disposition (excluding proceeds of asset dispositions permitted by Section 6.8(a)) or any sale of Stock of any Subsidiary of any European Credit Party (other than any issuance or sale of Stock to any other Credit Party permitted by Section 6.5(b), 6.8(d) or 6.8(e)), Borrowers shall prepay the Loans in an amount equal to (A) 110% all such proceeds in excess of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”)Asset Disposition Threshold Amount, and (iv) upon the earlier net of (A) the next date on which the Borrower is required commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to deliver such transaction and payable by such European Credit Party in connection therewith (in each case, paid to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and non-Affiliates), (B) the occurrence transfer taxes, (C) amounts payable to holders of a Default or an Event of Default, the Borrower either senior Liens (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 dateLiens constitute Permitted Encumbrances hereunder), directs the Administrative Agent to if any, and (and the Administrative Agent thereafter shall promptly, but D) an appropriate reserve for taxes in any event within two (2) Business Days of receiving such direction) deposit all amounts accordance with generally accepted accounting principles in effect in the Over Advance Account to jurisdiction of organization of the applicable European Credit Party in connection therewith. Any such account designated by the Borrower in writing at such time. (c) If any Indebtedness prepayment shall be incurred by any Group Member (excluding any Indebtedness incurred paid and applied in accordance with Section 7.21.3(c)(ii). (iv) If any Credit Party issues Stock (other than any issuance of Stock to any other Credit Party permitted by Section 6.5(b) or in connection with the 2005 Equity Raise), no later than the Business Day following the date of receipt of the proceeds thereof, Borrowers shall prepay the Loans in an amount equal to fifty percent (50%) of the cash proceeds for any such issuance, net of underwriting discounts and commissions and other reasonable fees, costs and expenses paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 1.3(c)(iii). If Innovations consummates the 2005 Equity Raise, no later than the Business Day following the date of receipt of the proceeds thereof, Borrowers shall (A) prepay the Term Loans in an amount equal to 100% of the Net Cash Proceeds thereof cash proceeds of such issuance, net of underwriting discounts and commissions and other reasonable fees, costs and expenses paid to non-Affiliates in connection therewith and (B) prepay the Revolving Loans in an amount equal to fifty percent (50%) of the remainder (after giving effect to clause (A)) of such net cash proceeds. Any such prepayment shall be paid and applied on the date of such incurrence toward the prepayment of the Loans as set forth in accordance with Section 2.5(d1.3(c)(iv). (dv) Amounts If any Credit Party issues any Subordinated Debt (other than any refinancing thereof to be applied the extent permitted by Section 6.3(a)(vi)), no later than the Business Day following the date of receipt of the cash proceeds thereof, Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) of the proceeds of any such issuance, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Credit Party in connection with prepayments made pursuant therewith (in each case, paid to Section 2.5 non-Affiliates). Any such prepayment shall be paid and applied to the prepayment of the Loans in accordance with Section 2.91.3(c)(v). (vi) [Intentionally Omitted.] (vii) Until the Termination Date, Borrowers shall prepay the Obligations on the date that is 10 days after the earlier of (A) the date on which the Credit Parties’ annual audited Financial Statements for the immediately preceding Fiscal Year, commencing with the Fiscal Year ending December 31, 2005, are delivered pursuant to Annex E or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, in an amount equal to (1) seventy-five percent (75%) of Excess Cash Flow for the immediately preceding Fiscal Year if the Total Leverage Ratio for such Fiscal Year is equal to or greater than 3.25:1.00, and (2) fifty percent (50%) of Excess Cash Flow for the immediately preceding Fiscal Year if the Total Leverage Ratio for such Fiscal Year is less than 3.25:1.00. Any prepayments paid pursuant to this clause (vii) shall be applied in accordance with Section 1.3(c)(vii). Each such prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to a certificate signed by Borrower Representative’s Chief Financial Officer, Treasurer or Vice President, Finance, certifying the date of such prepayment on the amount prepaid manner in which Excess Cash Flow and the resulting prepayment premium pursuant were calculated, which certificate shall be in form and substance reasonably satisfactory to Section 2.6Agent.

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If at any time the outstanding balance of the Revolving Loan exceeds the lesser of (A) the Maximum Amount and (B) the Borrowing Base, Borrower shall immediately repay the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from outstanding Revolving Credit Advances to the foregoing requirement pursuant extent required to a Reinvestment Notice shall not exceed $250,000 and eliminate such excess. (ii) on each Reinvestment Prepayment DateImmediately upon receipt by any Credit Party of proceeds of any asset disposition (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 Revolving Loans in an amount equal to the Reinvestment Prepayment Amount with respect all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction 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 relevant Reinvestment Event 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 toward the prepayment of the Loans as set forth in accordance with Section 2.5(d1.2(c). (biii) If on any Borrower issues Stock (or securities convertible into Stock) or Debt securities, no later than the Business Day following the date of determination receipt of the aggregate principal amount of Loans proceeds thereof (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”proceeds of Stock issuances permitted by Section 6.5(c)(ii)), the Borrower shall prepay the Revolving Loans in an aggregate amount equal to all such Over Advance on such date. Notwithstanding proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith; provided, that the foregoingproceeds of any issuance of preferred stock and/or debt securities evidencing unsecured Subordinated Debt, yielding gross proceeds not to exceed $8,400,000 in the Borrower shall aggregate, need not be required to make a prepayment pursuant to this Section 2.5(b) applied in repayment of the Obligations so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (iiA) no Default or Event of Default has occurred and is continuingcontinuing or would result after giving effect to such issuance of Stock or debt securities, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) all proceeds received from the Borrowing Base is deposited by the Borrower on issuance of such date in an interest-bearing segregated account subject Stock or debt securities are applied to the sole dominion and control redemption of the Administrative Series C Preferred Stock, (C) the terms and conditions of such Stock or debt securities are acceptable to the Agent in its sole discretion and (D) the “Over Advance Account”earliest maturity, mandatory prepayment or mandatory redemption date of any such debt securities or Stock is at least ninety (90) days after the Commitment Termination Date (as of the date of such issuance), and . Any such prepayment shall be applied in accordance with Section 1.2(c). (iv) upon Until the Termination Date, Borrower shall prepay the Obligations on the date that is ten days after the earlier of (A) the next date on which Borrower's annual audited Financial Statements for the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate immediately preceding Fiscal Year are delivered pursuant to Section 6.2 and Annex D or (B) the occurrence of a Default or date on which such annual audited Financial Statements were required to be delivered pursuant to Annex D, in an Event of Default, the Borrower either (i) directs the Administrative Agent to apply the proceeds in the Over Advance Account amount equal to fifty percent (50%) of Excess Cash Flow for the then applicable Over Advances immediately preceding Fiscal Year. Any prepayments from Excess Cash Flow paid pursuant to the prepayment of the Loans this clause (with the remaining balance to be paid to the Borrower in such account designated by the Borroweriv) 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 applied in accordance with Section 7.21.2(c), 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 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 such prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest to a certificate signed by Borrower's vice president - finance certifying the date of such prepayment on the amount prepaid manner in which Excess Cash Flow and the resulting prepayment premium pursuant were calculated, which certificate shall be in form and substance satisfactory to Section 2.6Agent.

Mandatory Prepayments. (a) If on at 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 time the Tranche A Facility Usage is in respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment excess 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 Additional Loans) outstanding exceeds the Tranche A Borrowing Base (such excess amount being referred to herein as, an “Over Advance”called the "Tranche A Excess Debt"), Borrower shall, within ten Business Days after Agent gives notice of such fact to Borrower, notify Agent that Borrower will do one of the Borrower shall following: (i) within thirty (30) calendar days, prepay the principal of the Tranche A Loans in an aggregate amount at least equal to such Over Advance on Tranche A Excess Debt (or, if the Tranche A Loans have been paid in full, pay to LC Issuer LC Collateral as required under Section 2.15(a)), or (ii) prepay the principal of the Tranche A Loans in up to six monthly installments in an aggregate amount at least equal to the Tranche A Excess Debt, with each such dateinstallment equal to or in excess of one-sixth of such Tranche A Excess Debt, 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 Tranche A Excess Debt has been eliminated, or (iii) within thirty (30) calendar days, convert the aggregate outstanding principal amount of the Tranche A Notes to a term loan, which shall be subject to the provisions of paragraph 2.7(c). Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment the payment(s) or conversion selected by Borrower as described above. Any principal or interest prepaid pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date section shall be in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”)addition to, and (iv) upon the earlier of (A) the next date on which the Borrower is not in lieu of, all payments otherwise required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 under the Borrower in such account designated by Loan Documents at 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 time of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(d)prepayment. (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 Within the time period --------------------- specified in Section 7.04, the Borrower shall deliver to the Agent, as a prepayment on the Notes, an amount equal to the Adjusted Net Proceeds of a disposition of Real Property of the Borrower or any Subsidiary permitted under Section 7.04. Upon receipt of such amount, the Agent shall promptly deliver to each Bank, to the extent required under Section 7.04, its Pro Rata Percentage of such prepayment. Upon the date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event thenon which a prepayment is required under Section 7.04, unless a Reinvestment Notice the Commitment of each Bank shall be delivered permanently reduced in respect thereof, an amount equal to such Bank's Pro Rata Percentage of such Adjusted Net Cash Proceeds shall be applied on such date toward Proceeds. (b) If at any time the prepayment sum 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 principal balance outstanding on the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 Notes, and (ii) the aggregate undrawn face amount of Letters of Credit issued and outstanding at such time, exceeds the Total Commitment then in effect, the Borrower shall immediately pay to the Agent as a prepayment on the Notes for the ratable account of each Reinvestment Prepayment Bank the amount of such excess. (c) Together with principal payments on the Term Loan required to be made in accordance with Section 2.01(c)(ii) hereof, Borrower shall deliver to the Agent, as a prepayment on the Notes, on the Term Anniversary 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 11050% of the aggregate principal undrawn face amount of Loans (excluding any Additional Loans) all Letters of Credit issued and outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control calculated as of the Administrative Agent (the “Over Advance Account”Term Anniversary Date), and (ivon each quarterly payment date thereafter, as described under Section 2.01(c)(ii) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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)hereof, an amount equal to 100% twelve and one-half percent (12 1/2%) of the Net Cash Proceeds thereof shall be applied aggregate undrawn face amount of all Letters of Credit issued and outstanding on the such date of such incurrence toward the prepayment (calculated as of the Loans as set forth Term Anniversary Date) reduced by the respective quarter's L/C Credit. As used herein, the term "L/C Credit' means the sum of (i) the face amount of all Letters of Credit under which there has been no drawing (A) which, during the quarter in Section 2.5(d). which the quarterly payment is due, have expired by their terms or (dB) Amounts to be applied in connection with prepayments made pursuant to Section 2.5 shall be applied for which, during such quarter, the original has been returned undrawn to the prepayment Issuing Bank, and (ii) the undrawn portion of any Letter of Credit under which there has been a partial drawing but (A) which, during the Loans quarter in accordance with Section 2.9. Each prepayment of which the Loans under Section 2.5 shall be accompanied quarterly payment is due, has expired by accrued interest its terms or (B) for which, during such quarter, the original has been returned to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6Issuing Bank.

Mandatory Prepayments. (a) If on any date any Group Member In no event 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 sum of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding aggregate outstanding principal balance of the foregoing, Loan exceed the lesser of (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 Borrowing Base and (ii) on each Reinvestment Prepayment Datethe Maximum Loan Amount. If at any time and for any reason, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment outstanding unpaid principal balance 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 Additional Loans) outstanding Loan exceeds the Borrowing Base (such excess amount being referred to herein asMaximum Loan Amount, an “Over Advance”), the Borrower shall prepay promptly, and in any event within five (5) Business Days, without the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoingnecessity of any notice or demand, the Borrower shall whether or not be required to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount of Over Advances on such date does not exceed $3,000,000Trigger Event, (ii) no Default or Event of Default has occurred and or is continuing, (iii) prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Maximum Loan Amount. If, on any date of measurement, and for any reason, the outstanding unpaid principal balance of the Loan exceeds the Borrowing Base (Aincluding due to any Eligible Receivable thereafter failing to meet the eligibility criteria and becoming ineligible), then Borrower shall, without the necessity of any notice or demand, whether or not a Trigger Event, Default or Event of Default has occurred or is continuing, either (x) 110% prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base, (y) if during the Borrowing Period, increase the aggregate principal amount of Loans Eligible Receivables pledged to Agent in accordance with this Agreement, or (excluding any Additional Loansz) outstanding on such date minus effect some combination of clauses (Bx) and (y), so that the Borrowing Base is deposited by equal to or exceeds the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control then outstanding principal balance of the Administrative Agent Loan; provided, however, if the Loan exceeds the Borrowing Base as a result of the failure of a Receivable to meet the definition of “Eligible Receivable” as a result of a Level Two Regulatory Event, Borrower shall have sixty (the “Over Advance Account”), and (iv60) upon calendar days after the earlier of (A) the next date on which the Borrower is required its discovery or receipt of notice thereof to deliver comply with this clause solely with respect to the Administrative such Receivable. The pledge and delivery to Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 (additional Eligible Receivables shall comply 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 incurrence toward the prepayment of the Loans as document delivery requirements set forth in this Agreement, including 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 4.2, as applicable, and shall be accompanied by accrued interest a certification from Borrower that demonstrates that after giving effect to the date pledge to Agent of such prepayment on additional Eligible Receivables, the amount prepaid and outstanding unpaid principal balance of the prepayment premium pursuant Loan is equal to Section 2.6or less than the Borrowing Base.

Mandatory Prepayments. (ai) If on any date any Group Member Borrower shall receive Net Cash Proceeds from any Asset Sale or Recovery Event from any Casualty Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such the 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 later than two (2) Business Days after receipt by Borrower of receiving such direction) deposit all amounts in Net Cash Proceeds, the Over Advance Account to such account designated by the Borrower in writing at such time. (c) If any Indebtedness Term Loans shall be incurred prepaid, by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% the amount of the such Net Cash Proceeds thereof with such Net Cash Proceeds applied as specified in Section 1.1(i) plus all accrued and unpaid interest on the portion of the Term Loan prepaid plus the Applicable Prepayment Premium; provided that no Applicable Prepayment Premium shall be applied due and owing in respect of a Mandatory Prepayment resulting from a Casualty Event. (ii) If on any date (1) a Contributed REO Property ceases to be an Eligible Property, (2) Borrower exceeds the Concentration Limits or (3) the outstanding principal balance of the Term Loans at any time exceeds the Borrowing Base plus two percent (2.00%), then, on the date of such incurrence toward the prepayment not later than two (2) Business Days after Borrower’s actual or constructive knowledge of the occurrence of (i), (ii) or (iii), the Term Loans shall be prepaid, by an amount equal to in the case of (1) and (2) above, the amount of the Term Loan attributable to the Contributed REO Property which ceased to be an Eligible Property or one or more Contributed REO Properties such that, after giving effect to such prepayment, the Concentration Limits are satisfied (without regard to such Contributed REO Properties), and in the case of (3), the amount by which the outstanding principal balance of the Term Loans at any exceeded the Borrowing Base applied as specified in Section 1.1(i) plus all accrued and unpaid interest on the portion of the Term Loan prepaid plus the Applicable Prepayment Premium. (iii) Amounts repaid or prepaid on account of the Term Loan may not be reborrowed in whole or in part. (iv) Notwithstanding the foregoing in clauses (i) and (ii), any mandatory prepayment requirements shall be subject to any available Substitution Cure Right set forth in Section 2.5(d)5.4. (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 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 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 DateIf, 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 date, the sum of determination (A) the aggregate principal amount of Loans all Advances denominated in Dollars then outstanding plus (excluding any Additional LoansB) outstanding exceeds the Borrowing Base Equivalent in Dollars (such excess amount being referred to herein as, an “Over Advance”), determined on the Borrower shall prepay the Loans in an aggregate amount equal third Business Day prior to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) all Advances denominated in Foreign Currencies then outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control exceeds 103% of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 aggregate Commitments 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 Lenders on such date, directs the Administrative Agent to (Company and each other Borrower, if any, shall thereupon promptly prepay the Administrative Agent thereafter shall promptly, but in outstanding principal amount of any event within two (2) Business Days of receiving Advances owing by such direction) deposit all amounts in the Over Advance Account to such account designated by the Borrower in writing at an aggregate amount sufficient to reduce such time. (c) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), sum to an amount equal not to exceed 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment aggregate Commitments of the Loans as set forth in Section 2.5(d). (d) Amounts to be applied in connection Lenders on such date, together 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 any interest accrued interest to the date of such prepayment on the amount principal amounts prepaid and and, in the case of any prepayment premium 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 shall be obligated to reimburse to the Lenders in respect thereof pursuant to Section 2.69.04(c). The Agent shall give prompt notice of any prepayment required under this Section 2.09(b)(i) to the Borrowers and the Lenders. (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Major Currencies then outstanding plus (B) the Equivalent in Dollars of the aggregate principal amount of all Competitive Bid Advances denominated in Foreign Currencies then outstanding, shall exceed 110% of $200,000,000, 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 sufficient to reduce such sum to an amount not to exceed $200,000,000, together with any interest accrued to the date of such prepayment on the principal amounts prepaid. The Agent shall give prompt notice of any prepayment required under this Section 2.09(b)(ii) to the Borrowers and the Lenders.

Mandatory Prepayments. (a) If on On the date of any date any Group Member termination or reduction of the Revolving Credit Commitments pursuant to Section 2.09, the Borrower shall receive Net Cash Proceeds from any Asset Sale pay or Recovery Event then, unless a Reinvestment Notice prepay so much of the Swingline Loans and Revolving Credit Borrowings as shall be delivered necessary 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, order that (i) the aggregate Net Cash Proceeds principal amount of Asset Sales Swingline Loans and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall Revolving Loans outstanding at such time will not exceed $250,000 and (ii) on the aggregate Revolving Credit Commitments (after giving effect to such termination or reduction and after giving effect to each Reinvestment Prepayment Date, an amount equal deemed reduction to the Reinvestment Prepayment Amount Revolving Credit Commitments in connection with respect to the relevant Reinvestment Event shall be applied toward the prepayment making of the Loans as set forth in Section 2.5(d). (ba Swingline Loan) If on any date of determination less the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. 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 amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 LC Exposure at such time. (cb) If Substantially simultaneously with (and in any Indebtedness event not later than two Business Days after) the occurrence of a Prepayment Event, the Borrower shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2), apply an amount equal to 100% of the Net Cash Proceeds thereof shall be applied therefrom to prepay Term Loans outstanding under this Agreement. (c) No later than the earlier of (i) 105 days after the end of each fiscal year, commencing with the fiscal year ending on December 31, 2001, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 6.04(a), the Borrower shall apply an amount equal to 50% of Excess Cash Flow for such incurrence toward the prepayment of the period to prepay Term Loans as set forth in Section 2.5(d)outstanding under this Agreement. (d) Amounts to be applied in connection with prepayments made Each mandatory prepayment of principal of the Term Borrowings pursuant to Section 2.5 paragraph (b) or (c) above shall be applied to reduce the scheduled payments of principal due under Section 2.11(a) after the date of such prepayment pro rata. (e) The Borrower shall deliver to the Administrative Agent, (i) at the time of each prepayment required under paragraph (b) or paragraph (c), a certificate signed 44 39 by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least three Business Days prior to the time of each prepayment required under this Section 2.13 (if known at such time), a notice of such prepayment. Each required notice of prepayment (i) shall specify the prepayment date, the Type of each Borrowing being prepaid and the Loans in accordance with Section 2.9principal amount of each Borrowing (or portion thereof) to be prepaid, (ii) shall be irrevocable and (iii) shall commit the Borrower to prepay such obligations by the amount stated therein on the date stated therein. Each prepayment All prepayments of the Borrowings and Swingline Loans under this Section 2.5 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty. All prepayments of Borrowings and Swingline Loans under this Section 2.13 (other than prepayments pursuant to paragraph (c) above) shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of such prepayment payment. All prepayments of Borrowings and Swingline Loans pursuant to paragraph (c) of this Section 2.13 shall be applied first to the payment of accrued interest on the principal amount being prepaid and then to the payment of such principal. (f) Net Cash Proceeds and such other amounts to be applied pursuant to this Section 2.13 to the prepayment premium of Term Borrowings and Revolving Credit Borrowings shall be applied, as applicable, first to reduce outstanding ABR Term Borrowings and ABR Revolving Credit Borrowings. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Term Borrowings or Eurodollar Revolving Credit Borrowings, as the case may be, immediately or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Borrowings to prepay Eurodollar Term Borrowings and (ii) allocable to Revolving Credit Borrowings to prepay Eurodollar Revolving Credit Borrowings, in each case on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Borrowings or Revolving Credit Borrowings, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Borrowings has been exhausted. For purposes of this Agreement, "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (f). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments maturing prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar Revolving Credit Borrowings to be prepaid, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested as specified above. If the maturity of the Loans 45 40 has been accelerated pursuant to Section 2.6Article VIII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Syndication Agent, the Fronting Bank, the Swingline Lenders and the Lenders, a security interest in the Prepayment Account.

Mandatory Prepayments. (a) If a Canberra Sale occurs, (i) on the date of such sale, the outstanding Revolving Credit Loans will be repaid pursuant to Section 5.4(c) (and the Revolving Credit Commitments shall be permanently reduced by an equal amount) in an amount equal to the lesser of (a) the then outstanding amount of the Revolving Credit Loans and (b) an amount equal to the Canberra Percentage multiplied by $100,000,000, (ii) on the date of such sale, in the event that the amount calculated pursuant to clause (i)(b) above is greater than the amount calculated pursuant to clause (i)(a) above, the Revolving Credit Commitments shall be permanently reduced by an amount equal to such excess amount, and (iii) if, after taking into account the repayments of the Revolving Credit Loans provided for in clause (i) above, (A) at least 30 days prior to the particular date (the "APPLICATION DATE") Packard is required to apply an amount equal to any of the "Excess Proceeds" (as defined in the Subordinated Note Indenture) thereof in the manner specified in the Subordinated Note Indenture, in order to excuse Packard from being required to make an "Offer" (as defined in the Subordinated Note Indenture) in connection with the Canberra Sale, Packard shall have failed to so apply an amount equal to such "Excess Proceeds or (B) Packard at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such "Excess Proceeds," and, within 30 days thereafter assuming no further application or commitment of an amount equal to such "Excess Proceeds" Packard would otherwise be required to make an "Offer" in respect thereof, then in either such case Packard shall immediately pay or cause to be paid to the Administrative Agent an amount equal to such "Excess Proceeds" to be applied to the permanent prepayment of the Revolving Credit Loans in the manner set forth in Section 5.4(c) in such amounts as shall excuse Packard from making any such "Offer" with respect to the Subordinated Notes that would result in less than $50,000,000 aggregate principal amount of Subordinated Notes remaining outstanding. (b) Unless the Required Lenders shall otherwise agree, if on any date Packard or any Group Member of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale (other than a Canberra Sale) or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, an amount equal to 100% of such Net Cash Proceeds shall be applied on such date toward the permanent prepayment of the Loans and/or reduction of the Commitments as set forth in Section 2.5(d5.4(c); provided, 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 5,000,000 in any fiscal year 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 Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”), the Borrower shall prepay the Loans in an aggregate amount equal to such Over Advance on such datePackard. Notwithstanding the foregoing, the Borrower shall not be required Packard may in each fiscal year exclude up to make a prepayment pursuant to this Section 2.5(b) so long as (i) the aggregate amount $200,000 of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) an amount equal to (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 of Asset Sales or Recovery Events from the date requirements of such incurrence toward the prepayment of the Loans as set forth in Section 2.5(dthis paragraph (a). (di) Amounts to be applied in connection with prepayments made The application of any prepayment pursuant to Section 2.5 5.4 shall be applied made first to the prepayment of the Base Rate Loans in accordance with Section 2.9and second to Eurodollar Loans. Each prepayment of the Revolving Credit Loans under Section 2.5 5.4 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and prepaid. Prepayments and/or Commitment reductions made pursuant to this Section 5.4 shall be applied in accordance with Section 5.10. (ii) Notwithstanding the foregoing, in the event the amount of any prepayment premium required to be made pursuant to Section 2.65.4(b) shall exceed the aggregate principal amount of the Base Rate Loans outstanding under the Facilities required to be prepaid (the amount of any such excess being called the "EXCESS AMOUNT"), Packard shall have right, in lieu of making such prepayment in full, to prepay all the outstanding applicable Base Rate Loans and to deposit an amount equal to the Excess Amount in a cash collateral account maintained by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the repayment obligations of Packard under Section 5.4(b) and applied to the prepayment of the applicable Eurodollar Loans at the end of the current Interest Periods applicable thereto. On any Banking Day on which (x) collected amounts remain on deposit in or to the credit of such cash collateral account after giving effect to the payments made on such day pursuant to this paragraph (b)(ii) and (y) Packard shall have delivered to the Administrative Agent a written request or a telephonic request (which shall be promptly confirmed in writing) that such remaining collected amounts be invested in Cash Equivalents specified in such request, the Administrative Agent shall use its reasonable efforts to invest such remaining collected amounts in such Cash Equivalents; PROVIDED that the Administrative Agent shall have continuous dominion and full control over any such investments (and over any interest that accrues thereon) to the same extent that it has dominion and control over such cash collateral account and no Cash Equivalents shall mature after the end of the Interest Period for which it is to be applied. Packard shall have the right to withdraw any remaining amounts from such cash collateral account (including any interest that accrues thereon) once the applicable Eurodollar Loans and accrued interest thereon are paid in full, so long as no Default or Event of Default then exists or would result therefrom. (iii) In the event Packard delivers a Reinvestment Notice to the Administrative Agent, Packard shall keep on deposit in an interest-bearing cash collateral account maintained by and in the sole dominion and control of the Administrative Agent an amount equal to the lesser of (A) the Reinvestment Deferred Amount and (ii) the Total Revolving Extensions of Credit from time to time outstanding during the period from the subject Asset Sale to the Reinvestment Prepayment Date. Any amounts so deposited shall be held by the Administrative Agent as collateral for the repayment obligations of Packard under Section 5.4(b) and applied to permanently prepay the Revolving Loans on the Reinvestment Prepayment Date if such funds are not used in accordance with the Reinvestment Notice prior to such time. On any Banking Day on which (x) amounts remain on deposit in such cash collateral account and (y) Packard shall have delivered to the Administrative Agent a written request or a telephonic request (which shall be promptly confirmed in writing) that such amounts be invested in Cash Equivalents specified in such request, the Administrative Agent shall use its reasonable efforts to invest such amounts in such Cash Equivalents; PROVIDED that the Administrative Agent shall have continuous dominion and full control over any such investments (and over any interest that accrues thereon) to the same extent that it has dominion and control over such cash collateral account and no Cash Equivalents shall mature after the Reinvestment Prepayment Date. Packard shall have the right to (i) withdraw any amounts from such cash collateral account (including any interest that accrues thereon) concurrently with its use of such funds in accordance with the Reinvestment Notice and (ii) receive all interest which shall have accrued on all amounts in such cash collateral account periodically on request to the Administrative Agent. (d) If, (i) on the last Banking Day of each March, June, September and December, the Dollar Equivalent of the aggregate (A) outstanding principal amount of Fronted Offshore Revolving Credit Loans and (B) amount of all Offshore Letters of Credit, exceeds an amount equal to 103% of the Fronted Offshore Revolving Credit Loan Sublimit or (ii) on any day, the Total Utilized Commitments exceeds the aggregate Revolving Credit Commitments on such date, Packard shall, without notice or demand, immediately repay (or cause the relevant Subsidiary Borrower to repay) such of the outstanding Loans in an aggregate principal amount such that, after giving effect thereto, (x) the Dollar Equivalent of the (A) aggregate outstanding principal amount of Fronted Offshore Revolving Credit Loans and (B) amount of all Offshore Letters of Credit, does not exceed the Fronted Offshore Revolving Credit Loan Sublimit and (y) the Total Utilized Commitments does not exceed the aggregate Revolving Credit Commitments, together with interest accrued to the date of such payment or prepayment on the principal so prepaid and any amounts payable under Section 5.13 in connection therewith. Any prepayment of Fronted Revolving Credit Loans pursuant to the immediately preceding sentence shall, at Packard's option, be applied to prepay such Fronted Offshore Revolving Credit Loans or to cash collateralize Offshore Letters of Credit in a manner satisfactory to the Administrative Agent.

Mandatory Prepayments. (a) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice All Loans and other Obligations hereunder shall be delivered in respect thereof, such Net Cash Proceeds shall be applied paid by the Borrowers on such date toward the prepayment Termination Date unless payable sooner pursuant to the provisions of the Loans as set forth in Section 2.5(d); provided, that, notwithstanding this Agreement. Without limiting the foregoing, : (i) The Borrowers shall pay to the aggregate Net Cash Proceeds Lender all proceeds of Asset Sales Collateral in accordance with the provisions of this Agreement and Recovery Events that other Loan Documents for application against the Obligations in such order and manner as Lender may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $250,000 and deem appropriate. (ii) In the event that any used trailer is sold by a Borrower pursuant to that certain letter agreement dated February 23, 2000 between Utility Trailer Sales of Utah, Inc and Dick Simon Trucking, Inc., as the same may be amended, supplemented, restated or replaced from time to time, or pursuant to any successor agreement regarding the same subject matter (all such agreements being referred to as the "Trailer Sale Agreement") and on each Reinvestment Prepayment Datesuch sale date the outstanding principal balance of the Term Loan exceeds $5,000,000, the Borrowers shall pay to the Lender for application against the Term Loan an amount equal to the Reinvestment Prepayment Amount with respect to lesser of (A) the relevant Reinvestment Event shall be applied toward amount by which the prepayment outstanding principal balance of the Loans as set forth in Section 2.5(d). Term Loan exceeds $5,000,000; or (bB) If on any date of determination the aggregate principal amount of Loans (excluding such proceeds. If payment of the purchase price for any Additional Loans) outstanding exceeds used trailer sold under the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”)Trailer Sale Agreement is made by allowance or is otherwise not made in cash, the Borrower Borrowers shall prepay the Loans in an aggregate amount equal to such Over Advance on such date. Notwithstanding the foregoing, the Borrower shall not be required to make a mandatory prepayment pursuant to this Section 2.5(b) so long as (i) of the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, (iii) Term Loan in an amount equal to (A) 110% the amount of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is proceeds that would otherwise be required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 Lender pursuant 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 this Section 7.2), 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 Loans as set forth in Section 2.5(d2.1(d)(ii). (diii) Amounts to be applied If the aggregate outstanding principal balance of the Revolving Credit Loans exceeds the Loan Availability or if there is a negative Loan Availability, then, unless the Lender shall otherwise consent in connection with prepayments made pursuant to Section 2.5 writing, the Borrowers shall immediately and without notice of any kind make such payments as shall be applied necessary to the prepayment eliminate such excess or negative Loan Availability, or take such other action (including, without limitation, delivery of cash collateral) as Lender may require. Section 3.1 (b) of the Loans Credit Agreement is hereby amended in accordance with Section 2.9. Each prepayment of the Loans under Section 2.5 shall be accompanied by accrued interest its entirety to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to Section 2.6.read as follows:

Mandatory Prepayments. (a) 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 as set forth in Section 2.5(d); provided, that, notwithstanding the foregoing, (i) If, after giving effect to any termination or reduction of the aggregate Net Cash Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement Aggregate Maximum Credit Amounts pursuant to a Reinvestment Notice shall not exceed $250,000 Section 2.06(b), the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall, on the same Business Day, (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (iiB) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on each Reinvestment Prepayment Date, behalf of the Lenders an amount equal to the Reinvestment Prepayment Amount with respect such excess to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans held as set forth cash collateral as provided in Section 2.5(d2.08(j). (bii) If on Upon any date redetermination of determination or adjustment to the aggregate principal amount of Loans (excluding any Additional Loans) outstanding exceeds the Borrowing Base (such excess amount being referred to herein as, an “Over Advance”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 Loans Borrowings in an aggregate principal amount equal to such Over Advance 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 dateexcess to be held as cash collateral as provided in Section 2.08(j). Notwithstanding the foregoing, the The Borrower shall not be obligated to make such prepayment and/or deposit of cash collateral within ninety days (90) 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 make a prepayment be made pursuant to this Section 2.5(b3.04(c)(ii) so long as (i) must be made on or prior to the aggregate amount of Over Advances on such date does not exceed $3,000,000, (ii) no Default or Event of Default has occurred and is continuing, Termination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 9.12(d), 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 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 or any Subsidiary receives cash 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, at any time after the Effective Date, the Borrower issues additional Equity Interests or Funded Debt and the total Revolving Credit Exposures exceed the Conforming Borrowing Base or any Borrowing Base Deficiency exists, then the Borrower shall (A) 110% of the aggregate principal amount of Loans (excluding any Additional Loans) outstanding on such date minus (B) the Borrowing Base is deposited by the Borrower on such date in an interest-bearing segregated account subject to the sole dominion and control of the Administrative Agent (the “Over Advance Account”), and (iv) upon the earlier of (A) the next date on which the Borrower is required to deliver to the Administrative Agent a Borrowing Base Certificate pursuant to Section 6.2 and (B) the 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 use 100% of the Net Cash Proceeds thereof from the issuance of such Equity Interests or Funded Debt to 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 on the date it or any Subsidiary receives such Net Cash Proceeds as a result of such issuance of Equity Interests or Funded Debt. Additionally, the Borrowing Base shall be reduced by the Net Cash Proceeds of such issuance of Equity Interests or Funded Debt until the Borrowing Base equals the Conforming Borrowing Base. (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 on the date of such incurrence toward the prepayment of ratably to the Loans as set forth included in Section 2.5(d). (d) Amounts to be applied in connection with prepayments made the prepaid Borrowings. Prepayments pursuant to this 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 3.04(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid and the prepayment premium pursuant to extent required by Section 2.63.02.