Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at any time (i) the sum of the aggregate outstanding principal amount of all Revolver the Revolving Credit Loans, the Swing Loans plus and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of all the aggregate outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline the Revolving Credit Loans, second the Term Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Commitment; provided that, for purposes of this §3.2(a)(ii), the Revaluation Date for purposes of determining the Dollar Equivalent of any amount of Term Loans, or of the portion of the Total Commitment consisting of Term Loan Commitments, shall be deemed to be the Revaluation Date determined upon the incurrence of such Term Loans or Term Loan Commitments, as the case may be, pursuant to clause (a) of the definition of Revaluation Date, or (iii) the sum of (A) the aggregate outstanding principal amount of outstanding Revolver the Revolving Credit Loans, the Term Loans, the Swing Loans and third, with respect to any Letters the Letter of Credit then outstandingLiabilities, and (B) the aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit violation of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner covenants set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by §§9.3 or 9.4, then the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made shall, within five (5) Business Days after of such occurrence pay the date amount of receipt such excess to the Agent for the respective accounts of Net Cash Proceeds the Revolving Credit Lenders (in the case of clause (i)) or all of the Lenders (in the case of clauses (ii) and (iii)), as applicable, for application to the Revolving Credit Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, and deposit in the Collateral Account and pledge to Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any such transaction. Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (iiiW) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) Dollar Equivalent of the aggregate Net Cash Proceeds from any Equity Offering by outstanding principal amount of all Alternative Currency Loans shall exceed the Non-U.S. Dollar Sublimit, (X) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swiss Francs shall exceed the Swiss Francs Sublimit, (Y) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Norwegian Krone shall exceed the Norwegian Krone Sublimit, or capital contribution to (Z) the Dollar Equivalent of the outstanding principal amount of all Revolving Credit Loans denominated in Swedish Krona shall exceed the Swedish Krona Sublimit, then, in each case, the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made shall, within five (5) Business Days after of such occurrence pay the date amount of receipt such excess to the Agent for the respective accounts of Net Cash Proceeds of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any such transactionadditional amounts payable pursuant to §4.7. (ivb) The Borrower shall prepay For purposes of determining compliance with §3.2(a) and the Loans in the manner covenants set forth in clause (vi) below §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in amounts equal Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to one hundred percent (100%) the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate Net Cash Proceeds from any Disposition by outstanding principal amount of such Revolving Credit Loans and Letter of Credit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Revolving Credit Loans shall be required under §3.2(a), the Agent shall promptly notify the Lenders and the Borrower or any of its Subsidiaries. Such prepayments thereof and Borrower shall be made within five (5) Business Days after receipt of Net Cash Proceeds receiving such notice from Agent make a prepayment of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant Revolving Credit Loans to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)extent required under §3.2(a). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at any time the aggregate outstanding principal amount of all Revolver Loans plus Revolving Credit Exposure exceeds the sum of all outstanding Borrowing Limit, the Borrower shall immediately repay the Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess with each such repayment amount and any amounts due under Section 2.14. Each prepayment of a Borrowing shall be applied first ratably to the Swingline Loans, to the full extent thereof, then to the Revolving Base Rate Loans to the full extent thereof, and then to Revolving Eurodollar Loans to the full extent thereof. (b) If at any time the aggregate outstanding principal amount of outstanding Revolving Loans exceeds the Aggregate Revolving Commitments the Borrower shall immediately repay the Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Revolving Loans in an amount equal to the aggregate then undrawn such excess, together with all accrued and unexpired unpaid interest on such excess amount and any amounts due under Section 2.20. Each prepayment of such Letters of Credit (such cash collateral to a Borrowing shall be applied in accordance with Section 2.09(b))ratably to the Swingline Loans, to the full extent thereof, then to the Revolving Base Rate Loans to the full extent thereof, and then to Revolving Eurodollar Loans to the full extent thereof. (iic) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance Immediately upon receipt by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds proceeds of any sale or disposition by the Borrower or such transaction. Subsidiary of any of its assets (excluding (i) sales of inventory in the ordinary course of business, (ii) sales of obsolete equipment, and (iii) The so long as no Event of Default has occurred and is continuing, (A) sales of assets the proceeds of which are invested into the businesses of the Borrower and its Subsidiaries within 180 days after such assets are sold, (B) sale or other disposition of (x) the distribution software business unit of the Borrower and its Subsidiaries located in Arizona to the extent such sale occurs no later than December 31, 2003 and (y) the operations of Symix France, S.A., including without limitation the Tolas product line to the extent such sale occurs no later than December 31, 2003, and (C) sales of other assets of the Borrower or any of its Subsidiaries with an aggregate book value not to exceed $500,000 in any Fiscal Year) the Borrower shall prepay the Loans in an amount equal to all such proceeds, net of commissions, reasonable estimate for taxes due in connection therewith and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such Borrower in connection therewith (in each case, paid to non-Affiliates). (d) If the manner set forth Borrower or any of its Subsidiaries incurs any Indebtedness or issues any equity securities (other than (i) Indebtedness permitted under Section 7.1, (ii) equity securities issued by a Subsidiary of the Borrower to the Borrower or another Subsidiary, (iii) equity securities issued in clause respect of warrants, stock options granted in connection with employee stock option plans and stock issued pursuant to employee stock purchase plans approved by the Borrower’s board of directors and (viiv) below stock issued in amounts connection with any acquisitions permitted under Section 7.4), then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower 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. (e) The Borrower shall, concurrently with the delivery of the financial information required under Section 5.1(a) with respect to each Fiscal Year (but in no event laterthan the date such information is required to be delivered) commencing with the delivery of the financial information with respect to Fiscal Year 2003, make a mandatory prepayment of the outstanding principal amount of the Loans in an amount equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Excess Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any Flow for such transactionFiscal Year. (ivf) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition Any prepayments made by the Borrower pursuant to Sections 2.13(c), (d) or (e) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt the Loan Documents; second, to all other Fees and reimbursable expenses of Net Cash Proceeds of any such transaction by the Borrower or Lenders and the Issuing Bank then due and payable pursuant to any of its Subsidiariesthe Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such Fees and expenses; provided thatthird, so long as no to interest then due and payable on the Loans made to Borrower, pro rata to the Lenders based on their respective Pro Rata Shares of such Loans; and fourth, to the principal installments of the Term A Loans in inverse order of maturity, pro rata to the Lenders based on their Pro Rata Shares of the Term A Loans. If a Default or Event of Default has occurred and is continuing, no prepayments the remaining proceeds shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant applied: fifth to the terms principal balance of the Pioneer Option Agreement) by Swingline Loans, to the Borrower or Swingline Lender; sixth, to the principal balance of the Revolving Loans, pro rata to the Lenders based on their Pro Rata Shares of the Revolving Loans; and seventh to provide cash collateral for any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans outstanding LC Exposure in the manner and to the extent set forth in clause (vi) below in amounts equal to one hundred percent (100%) Section 2.23(g). The Revolving Commitments of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event Lenders shall be permanently reduced by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds amount of any such transaction by the Borrower or any of its Subsidiaries; provided thatprepayments made pursuant to clauses fifth, so long as no Default or Event of Default has occurred sixth and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsseventh above.

Mandatory Prepayments. Subject to Section 6 hereof: (ia) If If, after the consummation of the initial public offering of its Common Stock as contemplated by the registration statement on Form S-1 filed by the Company with the Securities Exchange Commission (File No. 333-160634), the Company consummates any public offering of newly-issued shares of its Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form) (a “Public Offering”), and the gross proceeds of such Public Offering to the Company are at any time least $10,000,000, the Company shall, promptly following the receipt of proceeds upon the consummation of such Public Offering, prepay a portion of the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans this Amended and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Restated Promissory Note in an amount equal to the aggregate then undrawn and unexpired Holder’s Pro Rata Share of 50% of the amount of such Letters gross proceeds, together with all accrued Interest thereon, up to an aggregate amount equal to the outstanding principal amount plus all accrued Interest thereon. The provisions of Credit (this Section 5(a) shall apply to each Public Offering consummated by the Company until such cash collateral to be applied time as the entire principal amount of this Amended and Restated Promissory Note, together with all accrued Interest thereon, has been paid in accordance with Section 2.09(b))full. (iib) The Borrower Company shall prepay the Loans outstanding principal amount of this Amended and Restated Promissory Note and all accrued Interest thereon upon (i) any voluntary or involuntary liquidation, dissolution or winding up of the Company, other than any dissolution, liquidation or winding up in connection with any reincorporation of the manner set forth Company in clause another jurisdiction, (viii) below the sale of all or substantially all of the Company’ assets, (iii) the sale or transfer of the outstanding shares of capital stock of the Company or (iv) the merger or consolidation of the Company with another person or entity, in amounts equal to one hundred percent each case in clauses (100%iii) and (iv) above, under circumstances in which the holders (together with any affiliates of such holders) of the aggregate Net Cash Proceeds from any Debt Issuance voting power of outstanding capital stock of the Company, immediately prior to such transaction, own less than 50% in voting power of the outstanding capital stock of the Company or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction. A sale (or multiple related sales) of one or more subsidiaries of the Company (whether by way of merger, consolidation, reorganization or sale of all or substantially all assets or securities) which constitutes all or substantially all of the Borrower or any consolidated assets of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment the Company shall be made within five deemed a transaction contemplated by clause (5ii) Business Days after the date of receipt of Net Cash Proceeds of any such transactionabove. (iiic) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal With respect to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be prepayments made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower Company pursuant to Sections 4, 5 or any of its Subsidiaries. Such 6 hereof, such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided thatapplied first, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms payment of the Pioneer Option Agreement) by the Borrower or any principal amount of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt this Amended and Restated Promissory Note in inverse order of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))maturity. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at If, as of the end of any time calendar quarter, commencing June 30, 2008, the then outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure Loan exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to thirty percent (30%) of the Collateral Value most recently determined, Borrower shall, within ten (10) days after Lender’s notice to Borrower that such excess with each exists, prepay the Loan by an amount equal to or greater than such repayment applied first to excess amount. (b) If any of Borrower, the principal amount Guarantors or any of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to their Affiliates sells all or any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit portion of the Lenders in Specified Equity Interests, Borrower shall prepay the Loan by an amount equal to the Net Cash Proceeds of such sale (but after the aggregate then undrawn and unexpired outstanding principal amount of the Loan is equal to or less than $60,000,000, if such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The a sale occurs, Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance Loan by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts an amount equal to fifty percent (50%) of the Net Cash Proceeds of such sale). If (i)(A) any of the real estate interests owned directly or if indirectly by Prime Retail Outlets, Prime Office Chicago or Extended Stay of America Hotels (the “Collateral Entity Properties”) is sold, or (B) any of the real property specified in Schedule 2.3.2(b) (the “Scheduled Property”) is sold, or (ii) any of Borrower’s Leverage Ratio , the Guarantors or any of their Affiliates refinances any Indebtedness secured by any of the Specified Equity Interests, the Collateral Entity Properties or the Scheduled Property, Borrower shall prepay the Loan by an amount equal to the Net Cash Proceeds of such sale or such refinancing (but after the aggregate outstanding principal amount of the Loan is equal to or less than 5.0:1.0$60,000,000, 0if such a sale or refinancing occurs, Borrower shall prepay the Loan by an amount equal to fifty percent (50%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionsale or such refinancing). (ivc) The If any of Borrower, Lightstone or any of their Affiliates issues any Indebtedness or equity securities in a private or public offering, Borrower shall prepay the Loans Loan by an amount equal to the Net Cash Proceeds of such issuance received by Borrower or Lightstone, or in the manner set forth in clause (vi) below in amounts case of any of their Affiliates, equal to one hundred the maximum amount of such Net Cash Proceeds that is permitted to be declared and paid to Borrower or Lightstone as dividends or other distributions by Applicable Law (but after the aggregate outstanding principal amount of the Loan is equal to or less than $60,000,000, if such an issuance occurs, Borrower shall prepay the Loan by an amount equal to fifty percent (10050%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of such issuance). (d) If any of Borrower, the Guarantors or any of their Affiliates receives any cash dividends or other distributions on account of the Specified Equity Interests, Borrower shall prepay the Loan by an amount equal to the amount of such dividends or other distributions (but after the aggregate outstanding principal amount of the Loan is equal to or less than $60,000,000, if such dividends or other distributions are received, Borrower shall prepay the Loan by an amount equal to fifty percent (50%) of the amount of such dividends or other distributions). (e) All Net Cash Proceeds of asset sales, refinancings and Indebtedness and equity offerings and all dividends and other distributions (or, if applicable, 50% thereof) subject to the terms of this Section 2.3.2 shall be deposited in or otherwise credited to the Blocked Account within two (2) days after receipt by the applicable Person of such Net Cash Proceeds or such dividends or other distributions. (f) If an Affiliate of the Borrower or a Guarantor that is not a Pledgor effects an asset sale, refinancing or issuance of Indebtedness or equity securities or receives dividends or other distributions and any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition would require a mandatory prepayment pursuant to the terms of this Section 2.3.2, notwithstanding anything to the Pioneer Option Agreement) contrary herein, the prepayment required by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to this Section 9.17 (other than Section 9.17(f)). (v) The Borrower 2.3.2 shall prepay the Loans be in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt amount of Net Cash Proceeds or dividends or other distributions that such Affiliate actually pays to a Pledgor as contemplated by Section 5.1.13 hereof. (g) Borrower shall pay to Lender, simultaneously with any prepayment under this Section 2.3.2, all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the date such principal is prepaid, plus, if the Loan is then bearing interest by reference to the Eurodollar Rate and the terms of Section 2.3.6 do not apply, the amount of any such transaction by the Borrower or any of its Subsidiaries; provided thatInterest Shortfall and, so long as no Default or Event of Default has occurred and is continuingwithout duplication thereof, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsall Breakage Costs.

Mandatory Prepayments. (i) If at on any time date on which a Borrowing Base Certificate is delivered pursuant to Annex F, the aggregate outstanding principal amount balance of all Revolver Loans plus the sum of all outstanding Swingline Loans Revolving Loan and LC Exposure the Swing Line Loan exceeds the then available Aggregate Maximum Revolver AmountBorrowing Base, Borrower shall, no later than the Borrower agrees to repay Business Day immediately upon notice from following the Administrative Agentdate of delivery of such Borrowing Base Certificate, by payment to prepay the Administrative Agent for Revolving Credit Advances and/or cash collateralize (in a manner consistent with the account requirements of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Annex B) or replace Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b))excess. (ii) The If on any date the aggregate outstanding balance of the Revolving Loan and the Swing Line Loan exceeds the Maximum Amount, Borrower shall, within one Business Day of such occurrence, prepay the Revolving Credit Advances and/or cash collateralize (in a manner consistent with the requirements of Annex B) or replace Letters of Credit in an amount equal to the amount of such excess. (iii) Borrower shall prepay the Loans Revolving Credit Advances in the manner set forth in clause (vi) below in amounts an amount equal to (i) one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty sale or issuance of debt securities, and seventy-five percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 075%) of the aggregate Net Cash Proceeds from of any Equity Offering sale or issuance of any equity securities, in either case by or capital contribution to the Borrower or any Subsidiary, whether in a public offering, a private placement or otherwise, but excluding any equity investment made by J.W. Childs or its Affiliates or Halifax or its Affiliates, any of its Subsidiaries other than th▇▇▇ applicable limited partners or the limited partners of their applicable Affiliates, any equity investment made by any officer, director, consultant or employee of or to Borrower pursuant to the Stockholder's Agreement, any stock option plan or otherwise, and any Stock issued to the owners of a Target in connection with a Permitted Acquisition, (aii) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from of any Disposition by the sale, lease, assignment, exchange or other disposition for cash of any asset or group of assets (including, without limitation, but subject to Section 5.4(c), insurance proceeds paid as a result of any destruction, casualty or taking of any property of Borrower or any Subsidiary), not made in the ordinary course of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction business, by the Borrower or any Subsidiary of its Subsidiaries; provided thatBorrower, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (Aiii) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from the termination of any Insurance and Condemnation Event by the pension plans of Borrower or any Subsidiary, in any such case no later than 3 Business Days following receipt by Borrower or such Subsidiary of its Subsidiaries. Such prepayments such proceeds, together with accrued interest to such date on the amount prepaid; provided that except as otherwise provided in Section 5.4(c), no such prepayment shall be made within three required pursuant to subclause (3ii) Business Days after receipt of this Section 1.3(b)(iii) with respect to up to $2,000,000 of such Net Cash Proceeds received by Borrower and its Subsidiaries during any Fiscal Year of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default (x) Borrower shall have notified the Agent in writing of such receipt of such Net Proceeds, the amount thereof and that Borrower or Event such Subsidiary intends to reinvest such Net Proceeds in Inventory or other property useful in the business of Default has occurred Borrower and is continuingits Subsidiaries within 180 days following such receipt, and (y) such Net Proceeds are so reinvested during such 180-day period. To the extent that Borrower shall have so notified Agent that it intended to so reinvest any such Net Proceeds and such Net Proceeds were not so reinvested within 180 days following receipt thereof, Borrower shall immediately give Agent notice thereof and prepay the Revolving Credit Advances in an amount equal to such amount of Net Proceeds which were not reinvested. Any such prepayment shall be applied in accordance with Section 1.3(c). Notwithstanding anything herein to the contrary, no prepayments prepayment shall be required hereunder in connection with up respect to $50,000,000 (i) the proceeds of aggregate Net Cash Proceeds in Indebtedness permitted under Section 6.3, (ii) the proceeds of the Recapitalization, and (iii) the proceeds of the Senior Notes. (iv) If on any fiscal year from Insurance and Condemnation Events date that is 270 days following the receipt by the Borrower or any of its Subsidiaries which of any "Net Proceeds" from any "Asset Sale" (as such terms, solely for purposes of this clause (iv), are defined in the Senior Note Indenture) there shall exist "Excess Proceeds" (as such term, solely for purposes of this clause (iv), is reinvested defined in the Senior Note Indenture) in excess of $10,000,000 (such excess amount being the "Specified Payment Amount"), then Borrower shall, within three hundred sixty (360) days after receipt 5 Business Days of such Net Cash Proceeds date, prepay Revolving Credit Advances by an amount equal to the Borrower or any of its Subsidiaries Specified Payment Amount. Any such payment shall be applied in similar replacement assetsaccordance with Section 1.3(c).

Mandatory Prepayments. (ia) If at any time prior to the occurrence of the Release of Security Date (i) the sum of the aggregate outstanding principal amount of all Revolver the Revolving Credit Loans, the Swing Loans plus and the Letter of Credit Liabilities exceeds the lesser of (A) the Total Revolving Credit Commitment or (B) the Pool Availability, or (ii) the sum of all the aggregate outstanding Swingline principal amount of the Revolving Credit Loans, the Swing Loans, the Term Loans and LC Exposure the Letter of Credit Liabilities exceeds the lesser of (A) the Total Commitment or (B) the Pool Availability, then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from shall, within fifteen (15) calendar days of such occurrence, pay the Administrative Agent, by payment amount of such excess to the Administrative Agent for the account respective accounts of the LendersRevolving Credit Lenders (in the case of clause (i)(A)) or all of the Lenders (in the case of clauses (i)(B) and (ii)), an amount equal to such excess with each such repayment applied first as applicable, for application to the principal Revolving Credit Loans and, Swing Loans and Term Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of outstanding Swingline Loans, second any Swing Loans shall be paid solely to the principal Swing Loan Lender for application to the Revolving Credit Loans and Swing Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of outstanding Revolver any Swing Loans and third, shall be paid solely to the Swing Loan Lender. (b) In the event there shall have occurred a casualty with respect to any Letters of Credit then outstandingPool Property and the Borrower or any Subsidiary Guarantor is required to repay the Loans pursuant to §7.7 or a Taking and the Borrower is required to repay the Loans pursuant to §7.7, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause within two (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (52) Business Days after of the date of receipt of Net Cash Proceeds by the Borrower, such Subsidiary Guarantor or the Agent of any Insurance Proceeds or Condemnation Proceeds in respect of such transactioncasualty or Taking, as applicable, in the amount required pursuant to the relevant provisions of §7.7; provided that the terms of this §3.2(b) shall no longer be applicable from and after the occurrence of the Release of Security Date. (iiic) The Borrower shall prepay Commencing upon the Loans in occurrence of the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or Release of Security Date and continuing thereafter, if at any time the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) sum of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution outstanding principal amount of the Revolving Credit Loans, the Swing Loans and the Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, then the Borrower shall, within fifteen (15) calendar days of such occurrence, pay the amount of such excess to the Borrower or Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment any Swing Loans shall be made within five (5) Business Days after paid solely to the date of receipt of Net Cash Proceeds of any such transactionSwing Loan Lender. (ivd) The Borrower shall prepay Commencing upon the Loans in occurrence of the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) Release of Security Date and continuing thereafter, if at any time the sum of the aggregate Net Cash Proceeds from any Disposition outstanding principal amount of Consolidated Total Unsecured Debt (including the Revolving Credit Loans, the Swing Loans, the Term Loans and the Letter of Credit Liabilities) exceeds the Pool Availability, then the Borrower shall, within fifteen (15) calendar days of such occurrence reduce the aggregate amount of such Consolidated Total Unsecured Debt by the amount of such excess (and if any such reduction is made with respect to the Obligations, then Borrower or shall pay such amount to the Agent for the respective accounts of the Lenders for application to the Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.7, except that the amount of its Subsidiaries. Such prepayments any Swing Loans shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant paid solely to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)Swing Loan Lender). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at (x) any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans Group Member shall issue or incur any unsecured Indebtedness (other than Indebtedness which is convertible into Capital Stock that is not Disqualified Capital Stock) in one or more Rule 144A or public offerings and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount(y) after giving pro forma effect to such issuance or incurrence, the Borrower agrees Debt-to-Total Capitalization Ratio of Essent exceeds 0.20 to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders1.00, an amount equal to 100% of the Net Cash Proceeds of such excess with each issuance or incurrence shall be applied on the date of such repayment applied first to issuance or incurrence toward the principal prepayment of the Term Loans as set forth in Sections 2.9(c); provided, that the aggregate amount of outstanding Swingline Loans, second prepayments required pursuant to the principal amount of outstanding Revolver Loans and third, this Section 2.9(a) with respect to any Letters single issuance or incurrence shall be limited to the amount that would cause the Debt-to-Total Capitalization Ratio of Essent, after giving pro forma effect to both the relevant issuance or incurrence and the corresponding mandatory prepayment, to be equal to 0.20 to 1.00. Mandatory prepayments of the Term Loans may not be reborrowed. (b) If for any reason the sum of the Total Revolving Extensions of Credit at any time exceed the Total Revolving Commitments then outstandingin effect (including after giving effect to any reduction in the Total Revolving Commitments pursuant to Section 2.7), a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Borrowers shall prepay Revolving Loans in an aggregate amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit excess within two (such cash collateral to be applied in accordance with Section 2.09(b))2) Business Days thereafter. (iic) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) application of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted prepayment pursuant to this Agreement. Such prepayment Section 2.9 shall be made within five made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.9 (5except in the case of Revolving Loans that are ABR Loans) Business Days after shall be accompanied by accrued interest to the date of receipt of Net Cash Proceeds of any such transactionprepayment on the amount prepaid. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at Subject to Section 4.3 hereof, when any time Borrower sells or otherwise disposes of any Collateral other than Inventory in the outstanding principal amount Ordinary Course of all Revolver Loans plus Business, Borrowers shall repay the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountAdvances, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment subject to the Administrative Agent for the account of the Lendersright to reborrow hereunder, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount net proceeds of such Letters sale (i.e., gross proceeds less the reasonable costs of Credit such sales or other dispositions), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent pursuant to an express trust hereby, separate and segregated from all other funds, assets and property of Borrowers. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Repayments under this paragraph (a) shall be applied first, to the outstanding principal balance of the Revolving Advances and Swing Loans (in the order determined by Agent) and second, to be held by Agent as cash collateral to the extent of any outstanding Letter of Credit Obligations, provided that, after the occurrence and during the continuance of an Event of Default, such repayments shall be applied to the Advances and the other Obligations in such order as Agent may determine in its sole discretion. (b) Upon either (i) the issuance and/or incurrence of any Indebtedness for borrowed money (other than Indebtedness permitted in accordance with the provisions of Section 2.09(b)). 7.8) by any Borrower or (ii) The Borrower the issuance of any additional Equity Interests (other than Equity Interests issued to employees, officers or directors of any Borrower) or receipt of any additional capital contributions by any Borrower, Borrowers shall prepay repay the Loans Advances, subject to the right to reborrow hereunder, in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent the net cash proceeds of such issuance, incurrence and/or capital contribution (100%) i.e., gross proceeds less the reasonable costs of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant such issuance, incurrence and/or capital contribution), such repayments to this Agreement. Such prepayment shall be made within five promptly but in no event more than one (51) Business Days after Day following receipt of such net cash proceeds, and until the date of receipt payment, such proceeds shall be held in trust for Agent pursuant to an express trust hereby, separate and segregated from all other funds, assets and property of Net Cash Proceeds Borrowers. The foregoing shall not be deemed to be implied consent to any such issuance and/or incurrence of Indebtedness or issuance of additional Equity Interests otherwise prohibited by the terms and conditions hereof (to the extent, if any, of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and prohibition contained herein). Repayments under this subparagraph (b) the Equity Issuance. Such prepayment shall be made within five applied first, to the outstanding principal balance of the Revolving Advances and Swing Loans (5in the order determined by Agent) Business Days after and second, to be held by Agent as cash collateral to the date of receipt of Net Cash Proceeds extent of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) outstanding Letter of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; Credit Obligations, provided that, so long as no Default or after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, no prepayments such repayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant applied to the terms of Advances and the Pioneer Option Agreement) by the Borrower or any of other Obligations in such order as Agent may determine in its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))sole discretion. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If at any time time, (i) the outstanding principal amount aggregate German Revolving Credit Exposure of all Revolver Loans plus Revolving Credit Lenders (excluding the sum L/C Obligations under any Letters of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent Credit issued for the account of the Lenders, an amount equal to such excess with each such repayment applied first German Borrower to the principal amount extent such L/C Obligations are Cash Collateralized in accordance with this Agreement or backstopped to the reasonable satisfaction of outstanding Swingline the Administrative Agent) exceeds the German Borrowing Base, (ii) the aggregate Maltese Revolving Credit Exposure of all Revolving Credit Lenders (excluding the L/C Obligations under any Letters of Credit issued for the account of the Maltese Borrower to the extent such L/C Obligations are Cash Collateralized in accordance with this Agreement or backstopped to the reasonable satisfaction of the Administrative Agent) exceeds the Maltese Borrowing Base or (iii) the aggregate Revolving Credit Exposure of all the Revolving Credit Lenders exceeds the Maximum Credit, then the applicable Borrower or the Borrowers shall within one Business Day, upon notification by the Administrative Agent, prepay the Swing Line Loans, second to first, and the principal other Loans, second, and then Cash Collateralize, in the amount of outstanding Revolver Loans and thirdrequired by Section 2.03(f), with respect to any the Letters of Credit then outstanding, in each case in the amount and in the manner required to eliminate such excess; provided that nothing in this clause (b)(i) shall reduce the Revolving Credit Commitments. (ii) Subject to Section 3.05, all such payments in respect of the Loans pursuant to this Section 2.05 shall be without premium or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.05 shall be paid, or may be charged by the Administrative Agent to any loan account(s) of the Borrowers, at the Administrative Agent’s option, on the date of such payment. (iii) At all times after the occurrence and during the continuance of a payment of cash collateral into a cash collateral Cash Dominion Period and notification thereof by the Administrative Agent to the Borrowers, on each Business Day, the Administrative Agent shall apply all same day funds credited to the Concentration Account to one or more accounts maintained by the Administrative Agent; provided that all amounts received in any such account opened shall be applied (and allocated) by the Administrative Agent, for on each Business Day, in accordance with Section 8.04; provided, further, that any amounts in the benefit Concentration Account transferred thereto from the Specified German Collection Deposit Account, the JPM German Collection Deposit Account or the U.K. Euro Concentration Deposit Account shall be applied (and allocated) by the Administrative Agent first to amounts set forth in clauses “Second”, “Third”, “Fifth”, “Sixth”, “Seventh” and “Eighth” (other than clause (iii) thereof) of Section 8.04 that constitute Obligations (other than pursuant to its Guarantee) of the Lenders in an amount equal German Borrower and thereafter, to the aggregate then undrawn and unexpired amount extent of such Letters of Credit the remaining amounts thereof, in accordance with Section 8.04. Notwithstanding anything to the contrary in this clause (such cash collateral iii), unless any amounts referred to in the preceding sentence are required to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition 8.04 pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of thereof, no such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsamounts shall be applied to clauses “First”, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in “Fourth”, clause (vi) below in amounts equal to one hundred percent (100%iii) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower “Eighth” or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets“Ninth” through “Last” thereof.

Mandatory Prepayments. (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (iia) The Borrower shall prepay the Loans in with the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from of Asset Sales to the extent required by subsections 6.6(c) and (d). (b) If at any Debt Issuance by time the Borrower shall make a voluntary prepayment of loans under the Other Vendor Credit Facility or shall voluntarily make a prepayment of term loans, or a Permanent Reduction, under the Existing Bank Credit Facility and such prepayment or Permanent Reduction is not made in connection with a Permitted Refinancing, the Borrower shall, subject to the provisions of subsection 2.16, prepay the Loans in an amount equal to the product of (i) the then outstanding principal amount of the Loans multiplied by (ii) a fraction (A) the numerator of which is the amount of the loans so voluntarily prepaid under the Other Vendor Credit Facility or the Existing Bank Credit Facility or the amount of the Permanent Reduction, as the case may be, and (B) the denominator of which is the aggregate then outstanding principal amount of loans under the Other Vendor Credit Facility or the Existing Bank Credit Facility (in the case of prepayment of term loans) or the aggregate amount of revolving credit commitments under the Existing Bank Credit Facility (in the case of a Permanent Reduction), as the case may be, in any case, before giving effect to any such voluntary prepayment of its Subsidiaries loans or other Debt not permitted Permanent Reduction. (c) Partial prepayments of the Loans pursuant to this Agreementsubsection shall be applied to the then remaining installments of principal thereof pro rata according to the respective amounts thereof. Such Each such prepayment shall be made within five (5) Business Days after together with any amounts payable pursuant to subsection 2.14 and accrued interest to such date on the date amount prepaid. Amounts prepaid on account of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall may not be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionreborrowed. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum Extensions of all outstanding Swingline Loans and LC Exposure exceeds Credit exceed the then available Aggregate Maximum Revolver AmountCommitments, the Borrower agrees to repay shall immediately upon notice from the Administrative Agent, by make a principal payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit ratable accounts of the Lenders in an amount equal necessary together with (i) accrued interest to the aggregate then undrawn and unexpired amount date of such Letters prepayment on the principal amount repaid or prepaid and (ii) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 10.07(b), so that the Extensions of Credit (such cash collateral to 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 accordance with Section 2.09(b))full, second to Base Rate Loans until paid in full, third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full and fourth to Competitive Bid Loans, pro rata among all Lenders holding same. (ii) The On each date on which the Commitment is decreased pursuant to Section 2.06, the Borrower shall pay or prepay to the Loans in Administrative Agent for the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) ratable accounts of the aggregate Net Cash Proceeds from any Debt Issuance by Lenders such principal amount of the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment outstanding Loans as shall be made within five necessary, together with (5i) Business Days after accrued interest to the date of receipt such prepayment on the principal amount repaid or prepaid and (ii) in the case of Net Cash Proceeds prepayments of LIBOR Rate Loans, any such transactionamount payable to the Lenders pursuant to Section 10.07(b), 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, third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full and fourth to Competitive Bid Loans, pro rata among all Lenders holding same. (iii) The On each date on which the Swingline Commitment is reduced pursuant to Section 2.06(b), the Borrower shall pay or prepay to the Loans in Administrative Agent for the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) ratable accounts of the aggregate Net Cash Proceeds from any Equity Offering by Lenders or capital contribution prepay such principal amount outstanding of Swingline Loans, together with accrued interest to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt 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 Net Cash Proceeds Swingline Loans does not exceed the amount of any such transactionthe Swingline Commitment as then reduced. (iv) The On the Termination Date, the Borrower shall prepay pay to the Administrative Agent for the ratable accounts of the Lenders, the principal amount of all Loans then outstanding, together with (i) accrued interest to the date of such payment on the principal amount repaid and (ii) in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) case of the aggregate Net Cash Proceeds from prepayments of LIBOR Rate Loans, any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant amount payable to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted Lenders pursuant to Section 9.17 (other than Section 9.17(f)10.07(b). (v) The 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 manner set forth order in clause (vi) below in amounts 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 one hundred percent the sum of (100%i) the aggregate principal amount of the aggregate Net Cash Proceeds from Bonds remarketed plus (ii) all accrued interest on the principal amount of Tender Advance Revolving Loans and/or other Obligations so repaid or prepaid plus (iii) in the case of prepayments of LIBOR Rate Loans, any Insurance and Condemnation Event by amount payable to the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder Banks in connection with up respect thereof pursuant to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsSection 10.07(b).

Mandatory Prepayments. (i) If Except as provided in Section 2.8, if at any time the outstanding principal amount Total Outstandings exceed the lesser of all Revolver Loans plus (i) the sum of all outstanding Swingline Loans Borrowing Base and LC Exposure exceeds (ii) the then available Aggregate Maximum Revolver AmountCommitment, the Borrowers shall repay promptly (and in any event within two (2) Business Days or such longer period as the Administrative Agent may agree) upon the earlier of (A) any Responsible Officer of the Administrative Borrower agrees to repay immediately upon notice obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Revolving Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount requested by the Administrative Agent which, in any case, will not be in excess of an amount equal to one hundred five percent (105%) of the aggregate then undrawn and unexpired amount of such Letters outstanding Letter of Credit (such cash collateral to be applied in accordance with Section 2.09(b))Obligations. (ii) The Borrower If at any time any Loan Party or any of its Subsidiaries shall receive proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral, the Borrowers shall prepay the Loans in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance such proceeds, which proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after Administrative Agent for the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) account of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution Lenders first to the Borrower or any principal amount of its Subsidiaries other than (a) outstanding Swingline Loans and second to the exercise price on stock options issued as part principal amount of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) outstanding Revolving Loans, without a corresponding reduction of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))Aggregate Commitment. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If Except as provided in Section 2.8, if at any time the outstanding principal amount Total Outstandings exceed the lesser of all Revolver Loans plus (i) the sum of all outstanding Swingline Loans Borrowing Base and LC Exposure exceeds (ii) the then available Aggregate Maximum Revolver AmountCommitment, the Borrowers shall repay promptly (and in any event within two (2) Business Days or such longer period as the Administrative Agent may agree) upon the earlier of (A) any Responsible Officer of the Administrative Borrower agrees to repay immediately upon notice obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Revolving Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount requested by the Administrative Agent which, in any case, will not be in excess of an amount equal to one hundred five percent (105%) of the aggregate then undrawn and unexpired amount of such Letters outstanding Letter of Credit (such cash collateral to be applied in accordance with Section 2.09(b))Obligations. (ii) The Borrower If at any time any Loan Party or any of its Subsidiaries shall receive proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral (excluding any sale or disposition permitted pursuant to (x) Section 10.5(k), but only to the extent the proceeds thereof are not required to be prepaid pursuant to such Section 10.5(k), or (y) Section 10.5(l)), the Borrowers shall prepay the Loans in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance such proceeds, which proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the Borrower Administrative Agent for the account of the Lenders first to the principal amount of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment. With respect to any proceeds described in clauses (A) or (B) of the prior sentence that constitute Collateral other than ABL Priority Collateral, at the option of the Company, and so long as no Event of Default shall have occurred and be continuing, the Company may reinvest or cause to be reinvested all or any portion of such proceeds in assets useful for its business within three hundred and sixty-five (365) days of the receipt of such proceeds (provided if prior to the expiration of such three hundred and sixty-five (365) day period, the Company or any of its Subsidiaries or other Debt not permitted pursuant enters into a legally binding commitment to this Agreement. Such prepayment reinvest such proceeds, such three hundred and sixty-five (365) day reinvestment period shall be made within five extended by one hundred eighty (5180) Business Days after the date of receipt of Net Cash Proceeds of days); provided further that if any such transaction. (iii) The Borrower proceeds are not so reinvested within such reinvestment period or are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such proceeds shall prepay be promptly applied to the prepayment of the Loans in the manner as set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to this Section 9.17 (other than Section 9.17(f)2.5(c)(ii). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (iia) The Borrower shall prepay the Loans in with the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from of Asset Sales to the extent required by subsections 6.6(c) and (d). (b) If at any Debt Issuance by time the Borrower shall make a voluntary prepayment of loans under the Other Vendor Credit Facility or shall voluntarily make a prepayment of term loans, or a Permanent Reduction, under the Existing Bank Credit Facility and such prepayment or Permanent Reduction is not made in connection with a Permitted Refinancing, the Borrower shall, subject to the provisions of subsection 2.16, prepay the Loans in an amount equal to the product of (i) the then outstanding principal amount of the Loans multiplied by (ii) a fraction (A) the numerator of which is the amount of the loans so voluntarily prepaid under the Other Vendor Credit Facility or the Existing Bank Credit Facility or the amount of the Permanent Reduction, as the case may be, and (B) the denominator of which is the aggregate then outstanding principal amount of loans under the Other Vendor Credit Facility or the Existing Bank Credit Facility (in the case of prepayment of term loans) or the aggregate amount of revolving credit commitments under the Existing Bank Credit Facility, (in the case of a Permanent Reduction) as the case may be, in any case, before giving effect to any such voluntary prepayment of its Subsidiaries loans or other Debt not permitted Permanent Reduction. (c) Partial prepayments of the Loans pursuant to this Agreementsubsection shall be applied to the then remaining installments of principal thereof pro rata according to the respective amounts thereof. Such Each such prepayment shall be made within five (5) Business Days after together with any amounts payable pursuant to subsection 2.14 and accrued interest to such date on the date amount prepaid. Amounts prepaid on account of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall may not be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionreborrowed. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. Subject to any limitations contained in the Subordination Agreement: (i) If during any Fiscal Year of the Borrower, any Loan Party has received cumulative Net Cash Proceeds during such Fiscal Year from one or more Dispositions of any Property of any Loan Party or Subsidiary thereof (excluding any Disposition permitted by clause (a), (b), (c) (except as it relates to Section 7.04(d)), (e), (f), (g), (h), (i), (j), (l), (n), (o), (p), (q) and (r) of Section 7.05) of at least $600,000, within five Business Days after the receipt by any time the outstanding principal amount Loan Party of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amountsuch Net Cash Proceeds, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account shall make a prepayment of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Term Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount 100% of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate excess Net Cash Proceeds from any Debt Issuance by Proceeds. Notwithstanding the foregoing, the Borrower or any of may, at its Subsidiaries or other Debt not permitted pursuant option by notice in writing to this Agreement. Such prepayment shall be made within five the Agent given no later than thirty (530) Business Days after days following the date of receipt of Disposition resulting in such Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0Proceeds, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as that no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate reinvest the Net Cash Proceeds of such Disposition in any fiscal year from Dispositions (other than any Disposition pursuant to the terms business of the Pioneer Option Agreement) by the Borrower or any of and its Subsidiaries which is reinvested within three one hundred sixty eighty (360180) days after following the receipt of such Net Cash Proceeds, or enter into a binding commitment thereof within said one hundred eighty (180) day period and subsequently makes such reinvestment within an additional ninety (90) days thereafter, with the amount of Net Cash Proceeds by unused after such period to be applied to prepay the Term Loans. (ii) [reserved] (iii) the occurrence of a Change of Control, the Borrower or shall make a prepayment of the Term Loans in an amount equal to 100% of the outstanding Obligations at such time. (iv) Concurrently with the receipt by any Loan Party of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted the proceeds of any Specified Contribution pursuant to Section 9.17 (other than Section 9.17(f))8.04, the Borrower shall make a prepayment of the Term Loans in an amount equal to 100% of such Specified Contribution. (v) The If during any Fiscal Year of the Borrower, any Loan Party has received cumulative Net Cash Proceeds during such Fiscal Year from one or more Recovery Events in respect of any Property, of at least $600,000, not later than five (5) Business Days following the date of receipt of any Net Cash Proceeds in excess of such amount, the Borrower shall make a prepayment of the Term Loans in an amount equal to 100% of the Net Cash Proceeds then received in excess of such amount from any Recovery Event. Notwithstanding the foregoing, in the event any property of any Loan Party suffers an event of loss resulting in a Recovery Event, the Borrower may, at its option by notice in writing to the Agent given no later than thirty (30) days following the occurrence of the Recovery Event resulting in such Net Cash Proceeds, apply such Net Cash Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as such Net Cash Proceeds are in fact used to rebuild or replace the damaged, destroyed or condemned assets or property within one hundred eighty (180) days following the receipt of such Net Cash Proceeds, with the amount of Net Cash Proceeds unused after such period to be applied to prepay the Loans in the manner set forth in clause Term Loans. (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within No later than three (3) Business Days after receipt in advance of Net Cash Proceeds the making of any mandatory prepayment pursuant to this Section 2.06, Borrower shall deliver, or cause to be delivered, to Agent for distribution to the Lenders written notice of the amount and date of such transaction by mandatory prepayment. Notwithstanding the Borrower foregoing, each Lender may reject all or any a portion of its Subsidiaries; provided thatpro rata share of any mandatory prepayment (such declined amounts, so long the “Declined Proceeds”) of any Term Loans required to be made pursuant to clauses (a), (b), (d) and (e) of this Section 2.06 by providing written notice (each, a “Rejection Notice”) to Agent and Borrower no later than 5:00 P.M. (New York City time) one (1) Business Day prior to the scheduled date of such prepayment. Each Rejection Notice from a Lender shall specify the principal amount of the mandatory prepayment to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to 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 to be an acceptance of the total amount of such mandatory prepayment of such Term Loans. Any Declined Proceeds may be retained by ▇▇▇▇▇▇▇▇. Notwithstanding anything in this Section 2.06 to the contrary, until the Full Payment (as no Default defined in the Subordination Agreement) of the “Obligations” as defined in the ABL Credit Agreement, or Event except as otherwise permitted in accordance with the terms of Default has occurred and is continuingthe Subordination Agreement, no prepayments of outstanding Term Loans that would otherwise be required to be made under this Section 2.06 shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsbe made.

Mandatory Prepayments. (ia) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately Immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance receipt by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Asset Sale or Recovery Event in excess of $5,000,000 in any Fiscal Year, the Borrower shall prepay the Loans Obligations in the manner set forth accordance with Section 2.12(e) in clause (vi) below in amounts an amount equal to fifty percent (50%) (or if such Net Cash Proceeds, except to the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate extent that such Net Cash Proceeds from are reinvested in any Equity Offering by existing, or capital contribution to related, line of business of the Borrower or any Subsidiary within 180 days of its Subsidiaries other such Asset Sale or Recovery Event (it being understood that such prepayment shall be due immediately upon the expiration of such 180 day period to the extent not reinvested); provided, that if after giving effect to such Asset Sale or Recovery Event the Loan to Value Ratio exceeds 85% then to the extent necessary to cause the Loan to Value Ratio to be equal to or less than (a) 85% the exercise price on stock options issued as part Borrower shall make such prepayment immediately upon the receipt of employee compensation and such Net Cash Proceeds. (b) Immediately upon the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty of Net Cash Proceeds of any issuance of Indebtedness (360other than Indebtedness permitted under Section 7.1), the Borrower shall prepay the Obligations in accordance with Section 2.12(e) days after receipt of in an amount equal to such Net Cash Proceeds Proceeds. (c) Immediately upon the receipt by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 of Net Cash Proceeds from the issuance of any Capital Stock (other than Section 9.17(fCapital Stock issued by a Subsidiary to the Borrower or another Subsidiary)). (v) The , the Borrower shall prepay the Loans Obligations in the manner set forth accordance with Section 2.12(e) in clause (vi) below in amounts an amount equal to one hundred percent (100%) of the aggregate such Net Cash Proceeds from Proceeds. (d) Within ninety days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2012, the Borrower shall prepay the Obligations in accordance with Section 2.12(e) Table of Contents in an amount equal to 50% of Consolidated Excess Cash Flow for such Fiscal Year minus the amount of any Insurance and Condemnation Event voluntary prepayments made on the Term Loan during such period. (e) Any prepayments made by the Borrower pursuant to Sections 2.12(a), (b), (c) or any of its Subsidiaries. Such prepayments (d) above shall be made within three (3) Business Days after receipt applied as follows: first, to the principal balance of Net the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied to the principal installments thereof on a pro rata basis; second, to the principal balance of the Swing Line Loans, until the same shall have been paid in full, to the Swingline Lender, third, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and fourth, to Cash Proceeds Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any such transaction by the Borrower or any of its Subsidiaries; provided thatprepayments made pursuant to clauses second through fourth above, so long as no unless a Default or an Event of Default has occurred and is continuingcontinuing and the Required Revolving Lenders so request. (f) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, no prepayments as reduced pursuant to Section 2.8 (including after giving effect to the mandatory reduction of Aggregate Revolving Commitments pursuant to Section 2.8(c)) or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be required hereunder in connection with up applied first to $50,000,000 the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of aggregate Net Cash Proceeds in any fiscal year from Insurance all Swingline Loans and Condemnation Events by Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitments, the Borrower or shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit in an amount equal to such excess plus any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsaccrued and unpaid fees thereon.

Mandatory Prepayments. (ia) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance Upon receipt by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds arising (i) from an Asset Sale, Property Loss Event, or Debt Issuance, the Borrower shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit, if applicable) in an amount equal to 100% of such Net Cash Proceeds (except Net Cash Proceeds subject to a Reinvestment Event as provided below ) and (ii) from an Equity Issuance (other than an Equity Issuance to the extent (A) the proceeds are applied to (I) the purchase consideration for a Permitted Acquisition, (II) to finance Capital Expenditures or (III) for repayment of Indebtedness pursuant to Section 8.6(b)(vii)(B) (Prepayment and Cancellation of Indebtedness), in the case of clause (I) and (II) above, within 180 days of such Equity Issuance, and, in the case of clause (III) above, within 90 days of such Equity Issuance, and (B) the Administrative Agent receives a certificate of a Responsible Officer of the Borrower certifying the application of Net Cash Proceeds in accordance with clause (I), (II) or (III) above within 10 days of such Equity Issuance), the Borrower shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 50% of such Net Cash Proceeds; provided, however, that if the Leverage Ratio as of the date of such Equity Issuance is (A) less than 4.75 to 1.00, then the foregoing percentage with respect to Equity Issuances shall be reduced to 25% or (B) less than 4.0 to 1.00, then such percentage shall be reduced to 0%. Any such mandatory prepayment shall be applied as provided in clause (c) below; provided, however, that, in the case of any Net Cash Proceeds subject to a Reinvestment Event, the Borrower shall, pending application of such transactionNet Cash Proceeds, (x) immediately upon receipt of such Net Cash Proceeds deposit an amount equal to 100% of such Net Cash Proceeds in a deposit account of the Borrower or (y) at the Borrower’s option, to the extent that there are Revolving Credit Outstandings at such time, prepay the Revolving Loans or provide cash collateral in respect of Letters of Credit (but which shall not result in any permanent reduction in the Revolving Credit Commitments). On any Reinvestment Prepayment Date, the Borrower shall prepay the Loans in an amount equal to the remaining Reinvestment Deferred Amount which has not been reinvested as of such date in accordance with the applicable Reinvestment Notice, which prepayment shall be applied as provided in clause (c) below. (iiib) The Borrower shall prepay the Loans within 95 days after the last day of (i) the Fiscal Year ending December 31, 2011 and (ii) each subsequent Fiscal Year, in the manner set forth in clause (vi) below in amounts an amount equal to fifty percent (50%) (or % of Excess Cash Flow for such Fiscal Year; provided, however, that if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) as of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any last day of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and Fiscal Year is continuing, no prepayments shall be required hereunder (A) in connection with up less than 3.25 to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant 1.00, then such percentage shall be reduced to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of 25% for such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, Fiscal Year or (B) less than 2.50 to 1.00, then such percentage shall be reduced to 0% for such Fiscal Year. Any such mandatory prepayment shall be applied in connection accordance with Dispositions permitted pursuant to Section 9.17 clause (other than Section 9.17(f))c) below. (vc) The Borrower shall prepay Subject to the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) provisions of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.Section 2.13

Mandatory Prepayments. Borrower shall be required to make mandatory prepayments of the Term Loans upon each of the following: (i) If at the receipt by Borrower or any time of its Affiliates of any damages or other amounts from Equipment Supplier under an Equipment Supply Agreement (including as a result of a delayed delivery pursuant to Section 4 of such Equipment Supply Agreement and as a result of any cancellation by Equipment Supplier pursuant to Section 19 of such Equipment Supply Agreement), in an amount equal to (A) during the outstanding principal continuance of any Default or Event of Default, the amount of all Revolver Loans plus the sum such damages or other amounts, or (B) so long as there is not continuing any Default or Event of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountDefault, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account such portion of the Lendersamount of such damages as Hermes Agent (at the instruction of Hermes) shall designate in writing as the amount (if any) of the Term Loans no longer eligible for coverage under the Hermes Export Credit Guarantee Documents as a result of such payment of amounts by Equipment Supplier to Borrower; (ii) any failure of the Hermes Export Credit Guarantee Documents to be effective with respect to any portion of the Term Loans, in an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit portion of the Lenders Term Loans; and (iii) the refund to Borrower of any Hermes Guarantee Fees by Hermes in an amount equal to the aggregate then undrawn and unexpired amount of Hermes Guarantee Fee Refund. Any such Letters of Credit prepayment (such cash collateral to be applied including any deemed prepayment with the Hermes Guarantee Fee Refund made in accordance with Section 2.09(b)). (ii2.6.1) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) include payment by Borrower of accrued and unpaid interest on the Term Loans being prepaid and any fees, breakage costs and other charges payable in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to such a prepayment under the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty this Agreement (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsincluding Section 3.7), or if any, and (B) be applied to remaining amortization payments and the payments at final maturity thereof (1) in connection with Dispositions permitted pursuant to Section 9.17 inverse order of maturity or (other than Section 9.17(f2) on a pro rata basis, at the option of Hermes Agent (acting at the instruction of Hermes)). Amounts prepaid as mandatory prepayments of Term Loans may not be re-borrowed. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If at any time No later than the outstanding principal amount twenty-fifth (25th) Business Day following the last day of all Revolver Loans plus each calendar month, beginning with the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amountcalendar month ending June 30, 2016, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to shall provide the Administrative Agent with reasonably detailed calculations of Excess Distributable Cash for such calendar month then ended and Borrower shall prepay outstanding Loans or First Lien Loans (as elected by the account Borrower in its sole discretion) in an aggregate principal amount equal to 100.0% of Excess Distributable Cash for such calendar month then ended. (ii) (A) If (x) the LendersParent or any Restricted Subsidiary Disposes of any property or assets to any Person other than a Loan Party (other than any Disposition of any property or assets permitted by Section 9.11(a)), (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent or such Restricted Subsidiary of Net Cash Proceeds in an amount in excess of $10,000,000, an amount equal to such excess 100% of the Net Cash Proceeds realized or received shall be applied as a mandatory repayment of the Loans in accordance with each such repayment applied first to the principal amount requirements of outstanding Swingline Loans, second to Sections 3.04(c)(v) and (vi) or the principal amount of outstanding Revolver First Lien Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened (as elected by the Administrative AgentBorrower in its sole discretion); (iii) If the Parent or any Restricted Subsidiary issues or incurs any Debt (other than Debt permitted to be incurred pursuant to Section 9.02 as in effect on the Effective Date), for the benefit of the Lenders in an amount equal to 100% of the aggregate then undrawn and unexpired amount Net Cash Proceeds of such Letters the respective incurrence or issuance of Credit (such cash collateral to Debt shall be applied on such date as a mandatory repayment of the Loans in accordance with Section 2.09(b)the requirements of Sections 3.04(c)(v) and (vi) or the First Lien Loans (as elected by the Borrower in its sole discretion). (iiiv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) If any Restricted Subsidiary of the aggregate Parent receives Net Cash Proceeds from any Debt Issuance by the Borrower capital contributions or any Net Cash Proceeds from any sale or issuance of its Subsidiaries or Equity Interests (other Debt not permitted pursuant than Net Cash Proceeds of any Excluded Issuance), then, an amount equal to this Agreement. Such prepayment shall be made within five (5) Business Days after 100% of the date of receipt of Net Cash Proceeds of any such transaction. issuance, sale or advancement will be applied on such date as a mandatory repayment in accordance with the requirements of Section 3.04(c)(v) and 3.04(c)(vi) or the First Lien Loans (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition elected by the Borrower or any of in its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)sole discretion). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at any time time, the outstanding aggregate principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure Revolving Credit Outstandings exceeds the then available Aggregate aggregate Maximum Revolver AmountCredit at such time (including as a result of any currency fluctuation), the Borrower agrees to repay immediately shall forthwith, upon notice from notification by the Administrative Agent, by payment to prepay, in the Administrative Agent for applicable currency, the account of Swing Loans first and then the Lenders, other Loans then outstanding in an amount equal to such excess. If any such excess with each such remains after repayment applied first to in full of the principal amount of aggregate outstanding Swingline Swing Loans and the other Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters Borrower shall Cash Collateralize the Letter of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by Obligations in the Administrative Agent, for the benefit of the Lenders manner set forth in Section 10.5 in an amount equal to the aggregate then undrawn and unexpired amount Dollar Equivalent of 101% of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b))excess. (iib) The Borrower shall prepay the Loans If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) occurrence of the aggregate Net a Cash Proceeds from Dominion Period, any Debt Issuance by the Borrower Loan Party or any of its Subsidiaries or receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other Debt not than any Current Asset Collateral that is part of any Disposition permitted pursuant by Section 9.5(m)), subject to this the Intercreditor Agreement. Such prepayment , the Borrower shall be made promptly (but in any event within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iiireceipt) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts an amount equal to fifty percent 100% of such Net Cash Proceeds (50%and, to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Credit in an amount equal to up to 101% of the aggregate maximum drawable amount of such Letters of Credit). (c) (Subject to Section 3.5 hereof, all such payments in respect of the Loans pursuant to this Section 2.9 shall be without premium or if penalty. All interest accrued on the Borrower’s Leverage Ratio is less than 5.0:1.0principal amount of the Loans paid pursuant to this Section 2.9 shall be paid, 0%or may be charged by the Administrative Agent to any loan account(s) of the aggregate Net Borrower, at the Administrative Agent’s option, on the date of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by the Borrower to the bank account designated by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m. (d) At all times after the occurrence and during the continuance of Cash Proceeds from any Equity Offering Dominion Period and notification thereof by or capital contribution the Administrative Agent to the Borrower or any (subject to the provisions of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation Section 10.3 and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Security Agreement) by ), on each Business Day, at or before 1:00 p.m., the Borrower Agent shall apply all Same Day Funds credited to the Concentration Account and all amounts received pursuant to Section 2.9(b), first to pay any fees or any of its Subsidiaries which is reinvested within three hundred sixty expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) other than in connection with Dispositions permitted pursuant Cash Management Obligations, Obligations in respect of Secured Hedge Agreements or any Revolving Commitment Increases), pro rata, second to Section 9.17 pay interest due and payable in respect of any Loans (other than Section 9.17(f)). (vincluding Swing Loans) The Borrower shall and any Protective Advances that may be outstanding, pro rata, third to prepay the Loans in principal of any Protective Advances that may be outstanding, pro rata, and fourth to prepay the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) principal of the aggregate Net Loans (including Swing Loans) and to Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any Collateralize outstanding Letter of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided thatCredit Obligations, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetspro rata.

Mandatory Prepayments. (i) If at If, after giving effect to any time termination or reduction of the outstanding 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 all Revolver Loans plus the sum Borrowings as a result of all outstanding Swingline Loans and an LC Exposure exceeds the then available Aggregate Maximum Revolver AmountExposure, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment pay to the Administrative Agent for the account on behalf of the Lenders, Lenders an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of be held as cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders as provided in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)2.08(j). (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then 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 prepay be obligated to (a) make at least half of such prepayment and/or deposit of cash collateral within forty-five days (45) following the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) later of its receipt of the aggregate Net Cash Proceeds from any Debt Issuance by New Borrowing Base Notice in accordance with Section 2.07(d) or the Borrower or any date the adjustment occurs and (b) to make the remaining portion of such prepayment and/or deposit of cash collateral within ninety (90) days following the later of its Subsidiaries receipt of the New Borrowing Base Notice in accordance with Section 2.07(d) or other Debt not permitted the date the adjustment occurs; provided that all payments required to be made pursuant to this Agreement. Such prepayment shall Section 3.04(c)(ii) must be made within five (5) Business Days after on or prior to the date of receipt of Net Cash Proceeds of any such transactionTermination Date. (iii) Upon any adjustments to the Borrowing Base pursuant to 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 prepay be obligated to make such prepayment and/or deposit of cash collateral on the Loans in the manner set forth in clause (vidate 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) below in amounts equal to fifty percent (50%) (must be made on or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution prior to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionTermination Date. (iv) The Borrower Each prepayment of Borrowings pursuant to this Section 3.04(c) shall prepay 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 Loans Eurodollar Borrowing with the least number of days remaining in the manner set forth Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))Interest Period applicable thereto. (v) The Borrower Each prepayment of Borrowings pursuant to this Section 3.04(c) shall prepay be applied ratably to the Loans included in the manner set forth in clause (viprepaid Borrowings. Prepayments pursuant to this Section 3.04(c) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction accompanied by accrued interest to the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be extent required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsSection 3.02.

Mandatory Prepayments. (i) If at Upon any time redetermination of or adjustment to the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure Borrowing Base in accordance with Section 2.07 or Section 8.13(c), if the total Revolving Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from shall either: (A) prepay the Administrative Agent, by payment to Borrowings on the Administrative Agent for the account of the Lenders, schedule set forth below in an aggregate principal amount equal to such excess with each and if any excess remains as a result of an LC Exposure, after prepaying all of the Borrowings, Cash Collateralize such repayment applied first excess as provided in Section 2.08(i); (B) pledge additional collateral not included in the most recent Reserve Report to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, Administrative Agent having a payment of cash collateral into a cash collateral account opened fair market value (as determined by the Administrative Agent, for in its sole discretion) equal to at least the benefit amount of the Lenders in an amount deficiency or otherwise satisfactory to the Administrative Agent such that the total Revolving Credit Exposures are less than or equal to the aggregate then undrawn and unexpired amount Borrowing Base as redetermined or adjusted; (C) perform other forms of credit enhancement acceptable to all Lenders; or (D) take any combination of the actions outlined in Section 3.04(c)(i). The Borrower shall be obligated to make any prepayment pursuant to Section 3.04(c)(i)(A) as follows: (i) twenty percent (20%) of such Letters excess shall be paid within forty-five (45) days following its receipt of Credit (such cash collateral to be applied the New Borrowing Base Notice in accordance with Section 2.09(b)). 2.07(e) or the date the adjustment occurs; (ii) The Borrower forty percent (40%) of such excess shall prepay be paid within sixty (60) days following its receipt of the Loans New Borrowing Base Notice in accordance with Section 2.07(e) or the manner set forth date the adjustment occurs; (iii) sixty percent (60%) of such excess shall be paid within ninety (90) days following its receipt of the New Borrowing Base Notice in clause accordance with Section 2.07(e) or the date the adjustment occurs; (viiv) below eighty percent (80%) of such excess shall be paid within one hundred and twenty (120) days following its receipt of the New Borrowing Base Notice in amounts equal to one accordance with Section 2.07(e) or the date the adjustment occurs; (v) and one-hundred percent (100%) of such excess shall be paid within one hundred and fifty (150) days following its receipt of the aggregate Net Cash Proceeds from any Debt Issuance by New Borrowing Base Notice in accordance with Section 2.07(e) or the Borrower or any of its Subsidiaries or other Debt not permitted date the adjustment occurs, provided that all payments required to be made pursuant to this AgreementSection 3.04(c)(i) must be made on or prior to the Termination Date. (ii) Upon any adjustments to the Borrowing Base pursuant to Section 9.11, 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, Cash Collateralize such excess as provided in Section 2.08(i). Such prepayment The Borrower shall be made within five (5) Business Days after obligated to make such prepayment and/or Cash Collateralize such excess on the date it or any Subsidiary receives proceeds as a result of receipt of Net Cash Proceeds of any such transactiondisposition; 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) The If a Borrowing Base Deficiency exists, or during the period an Event of Default remains uncured and has not been waived, the Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from pay any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than Borrowings with (a) the exercise price on stock options issued as part all net cash proceeds received from sales and other dispositions of employee compensation Properties and (b) any proceeds received pursuant to the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds termination of any such transactionHedging Agreement. In the case of a Borrowing Base Deficiency, this clause (iii) shall only require prepayments of Borrowings until the Borrowing Base Deficiency has been cured. (iv) The Borrower Each prepayment of Borrowings pursuant to this Section 3.04(c) shall prepay 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 Loans Eurodollar Borrowing with the least number of days remaining in the manner set forth Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))Interest Period applicable thereto. (v) The Borrower Each prepayment of Borrowings shall prepay be applied ratably to the Loans of each Lender included in the manner set forth in clause (viprepaid Borrowings. Prepayment pursuant to this Section 3.04(c) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction accompanied by accrued interest to the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be extent required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsSection 3.02.

Mandatory Prepayments. (i) If If, at any time time, the outstanding principal amount of all Revolver Loans plus Asset Coverage Ratio as stated on the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amountmost recent Valuation Statement delivered to Agent in accordance with Section 5(b)(ii) is less than 200%, the Borrower agrees shall, within ten (10) Business Days following the date such Valuation Statement is required to be delivered, repay the outstanding Loans until the Asset Coverage Ratio after such payments exceeds 200%. The Borrower will give written notice to the Agent at least ten (10) days prior to the occurrence of a Change of Control, which notice shall (A) state the expected effective date of such Change of Control and (B) contain an offer to repay immediately the Loans and all other Obligations hereunder in full as of the effective date of such Change of Control. Notwithstanding the foregoing, any notice of a Change of Control may state that the offer to repay the Loans in accordance with this Section 2(d)(ii) is conditioned upon the effectiveness of the Change of Control, in which case such notice from may be revoked by the Administrative Borrower (by notice to the Agent on or prior to the effective date of such Change of Control) if such condition is not satisfied. Within five (5) days following the receipt of such notice, the Agent, by payment to the Administrative Agent for the account on behalf of the Lenders, an amount equal to such excess with each such shall notify the Borrower in writing whether the Lenders accept the offer of repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Loans as set forth herein and provide the Borrower with the Agent’s calculation of the repayment amount due under LEGAL_US_E # 171549701.1171549701.5 this Section 2(d)(ii) in an amount equal to the aggregate then undrawn and unexpired sum of (x) the product of (1) 100%, times (2) the principal amount of the outstanding Loans, plus (y) all accrued but unpaid interest on the principal amount of the outstanding Loans, which calculations shall be conclusive absent manifest error. In the event the Lenders accept the Borrower’s offer to repay the Loans in accordance with this Section 2(d)(ii), the Borrower shall so repay the Loans and all other Obligations in full in accordance with the Agent’s calculations on the effective date of such Letters Change of Credit (such cash collateral Control. In the event the Lenders reject the Borrower’s offer to be applied repay the Loans in accordance with Section 2.09(b2(d)(ii)). (ii) The Borrower shall prepay , the Loans and all other Obligations shall remain outstanding and the Transaction Documents shall remain in full force and effect. Each Lender’s determination to accept or reject the manner Borrower’s offer to repay the Loans as set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment herein shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any in such transaction▇▇▇▇▇▇’s sole discretion. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. Borrower shall make mandatory prepayments (i“Mandatory Prepayments”) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the as set forth in this Section. Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment shall make Mandatory Prepayments to the Administrative Agent Senior Note Holders for amounts owing under the account of the Lenders, an amount equal to such excess with each such repayment applied first Senior Notes and to the principal amount of outstanding Swingline Loans, second to lenders under the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Rabobank Agreement (a) in an amount equal to 100% of the aggregate then undrawn Net Proceeds of Stock and unexpired 100% of the Net Cash Proceeds received by Borrower or a Subsidiary in respect of any offering by Borrower of Subordinated Debt (other than an offering which increases the outstandings under Borrower’s Subordinated Loan Certificates, or Subordinated Capital Certificates of Interest in existence prior to the Execution Date and described on Exhibit 4.7 hereto); (b) in an amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) % of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries sale or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds disposition by Borrower of any such transaction. inventory (iii) The Borrower shall prepay the Loans other than sales of inventory in the manner set forth ordinary course); (c) in clause (vi) below in amounts an amount equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) 100% of the aggregate Net Cash Proceeds from any Equity Offering by other sale or capital contribution to the Borrower or any of its Subsidiaries other disposition (other than (a) sales of inventory in the exercise price on stock options issued as part ordinary course of employee compensation business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities and (b) any sale or dispositions permitted by Section 10.5(d)), or series of related sales or dispositions, by Borrower of any assets not otherwise referenced above in this Section, where the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of exceed $5,000,000 for any such transaction. (iv) The Borrower shall prepay the Loans sale or $10,000,000 in the manner set forth aggregate for all such sales; and (d) in clause (vi) below in amounts an amount equal to one hundred percent (100%) % of the aggregate Net Cash Proceeds from any Disposition by the Borrower sale or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms disposition of the Pioneer Option Agreement) by the SSC Securities if Borrower or would be otherwise obligated to use any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt portion of such Net Cash Proceeds by the Borrower or to redeem any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in Senior Unsecured Notes under the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its SubsidiariesSenior Unsecured Note Documents. Such prepayments shall be made within three (3) Business Days after receipt Each such Mandatory Prepayment of Net Cash Proceeds or Net Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments Stock shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events due immediately upon the receipt by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds or Net Proceeds of Stock. All Mandatory Prepayments required pursuant to this Section shall be distributed (i) to the Senior Note Holders for amounts owing under the Senior Notes and to the lenders under the Rabobank Agreement, pro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that if the Senior Note Holders (other than CoBank) waive in writing their right to receive a Mandatory Prepayment pursuant to this Section 4.7 or comparable provision in their respective Senior Notes, Borrower shall make such Mandatory Prepayment to the lenders under the Rabobank Agreement and to CoBank hereunder only and in an amount equal to their pro rata share as calculated above. The Mandatory Prepayments made to CoBank as required by the Borrower or any of its Subsidiaries this Section shall be applied as provided in similar replacement assetsSubsection 4.6.2 hereof.

Mandatory Prepayments. (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum Extensions of all outstanding Swingline Loans and LC Exposure exceeds Credit exceed the then available Aggregate Maximum Revolver AmountCommitments, the Borrower agrees to repay shall immediately upon notice from the Administrative Agent, by make a principal payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit ratable accounts of the Lenders in an amount equal necessary together with (A) accrued interest to the aggregate then undrawn and unexpired amount date of such Letters 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 Extensions of Credit (such cash collateral to 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 accordance with Section 2.09(b))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) The On each date on which the Commitment is decreased pursuant to Section 2.06, the Borrower shall pay or prepay to the Loans in Administrative Agent for the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) ratable accounts of the aggregate Net Cash Proceeds from any Debt Issuance by Lenders such principal amount of the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment outstanding Loans as shall be made within five necessary, together with (5A) Business Days after accrued interest to the date of receipt such prepayment on the principal amount repaid or prepaid and (B) in the case of Net Cash Proceeds prepayments of LIBOR Rate Loans, any such transactionamount 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) The 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 Loans in Administrative Agent for the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) ratable accounts of the aggregate Net Cash Proceeds from any Equity Offering by Lenders or capital contribution prepay such principal amount outstanding of Swingline Loans, together with accrued interest to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt 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 Net Cash Proceeds Swingline Loans does not exceed the amount of any such transactionthe Swingline Commitment as then reduced. (iv) The On the Termination Date, the Borrower shall prepay pay to the Loans in Administrative Agent for the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) ratable accounts of the aggregate Net Cash Proceeds from any Disposition by Lenders, the Borrower or any principal amount of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided thatall Loans then outstanding, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder together with (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant accrued interest to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt date of such Net Cash Proceeds by payment on the Borrower or any of its Subsidiaries in similar replacement assets, or principal amount repaid and (B) in connection with Dispositions permitted the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 9.17 (other than Section 9.17(f)2.12(e). (v) The 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 manner set forth order in clause (vi) below in amounts 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 one hundred percent the sum of (100%A) the aggregate principal amount of the aggregate Net Cash Proceeds from 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 Insurance and Condemnation Event by amount payable to the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder Banks in connection with up respect thereof pursuant to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsSection 2.12(e).

Mandatory Prepayments. (ia) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by Outstanding Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans and the aggregate Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, then the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made shall, within five (5) Business Days after of such occurrence pay the date amount of receipt such excess to the Agent for the respective accounts of Net Cash Proceeds the Revolving Credit Lenders, as applicable, for application to the Revolving Credit Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8, except that the amount of any such transactionSwing Loans shall be paid solely to the Swing Loan Lender and the amount of any Bid Loan shall be paid solely to the applicable Bid Loan Lender. (iiib) The Borrower shall prepay If at any time the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) sum of the aggregate Net Cash Proceeds from any Equity Offering by Outstanding Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans, Outstanding Term Loans and the aggregate Letter of Credit Liabilities exceeds (i) the Total Commitment, or capital contribution to (ii) the Unencumbered Asset Pool Availability, then the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made shall, within five (5) Business Days after of such occurrence pay the date amount of receipt such excess to the Agent for the respective accounts of Net Cash Proceeds the Lenders, as applicable, for applications to the Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8, except that the amount of any such transactionSwing Loans shall be paid solely to the Swing Loan Lender and the amount of any Bid Loan shall be paid solely to the applicable Bid Loan Lender. (ivc) The Borrower shall prepay If at any time the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) sum of the aggregate Net Cash Proceeds from any Disposition by outstanding principal amount of the Bid Loans exceeds the Bid Loan Sublimit, then Borrower or any of its Subsidiaries. Such prepayments shall be made shall, within five (5) Business Days after receipt of Net Cash Proceeds such occurrence pay the amount of such excess to the Agent for the respective accounts of the Bid Loan Lenders, as applicable, for application to the Bid Loans as provided in §3.4, together with any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition additional amounts payable pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))§4.8. (vd) The Borrower shall prepay If at any time the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) sum of the aggregate Net Cash Proceeds from any Insurance Outstanding U.S. Dollar Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans and Condemnation Event by the aggregate Letter of Credit Liabilities exceeds the Total U.S. Dollar Revolving Credit Commitment, then the Borrower or any of its Subsidiaries. Such prepayments shall be made shall, within three five (35) Business Days after receipt of Net Cash Proceeds such occurrence pay the amount of such excess to the Agent for the respective accounts of the U.S. Dollar Revolving Credit Lenders, as applicable, for applications to the U.S. Dollar Revolving Credit Loans as provided in §3.4, together with any such transaction by additional amounts payable pursuant to §4.8. (e) If at any time the sum of Dollar Equivalent of the aggregate Outstanding Alternative Currency/Dollar Revolving Credit Loans exceeds 105% of the Total Alternative Currency/U.S. Dollar Revolving Credit Commitment, then the Borrower or shall, within five (5) Business Days of such occurrence pay an aggregate amount equal to the amount by which the aggregate Outstanding Alternative Currency/Dollar Revolving Credit Loans exceeds the Total Alternative Currency/U.S. Dollar Revolving Credit Commitment to the Agent for the respective accounts of the Alternative Currency/Dollar Revolving Credit Lenders as provided in §3.4, together with any additional amounts payable pursuant to §4.8. (f) For purposes of its Subsidiaries; provided thatdetermining compliance with §3.2(a), so long as no Default or Event §3.2(b), §3.2(e) , the Outstanding amount of Default has occurred and is continuing, no prepayments the Alternative Currency/Dollar Revolving Credit Loans which are denominated in Alternative Currencies shall be required hereunder in connection with up re-determined on the Revaluation Date occurring on the last calendar day of each calendar quarter prior to $50,000,000 the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt outstanding principal amount of such Net Cash Proceeds by the Borrower or any Alternative Currency/Dollar Revolving Credit Loans (determined as of its Subsidiaries in similar replacement assets.such day prior to 11:00 a.m.

Mandatory Prepayments. (ia) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to Capital Stock shall be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance issued by the Borrower or any of its Restricted Subsidiaries (other than in the case of any Restricted Subsidiary, an issuance to the Borrower or any other Debt not permitted pursuant Restricted Subsidiary), (i) if the Borrower’s Consolidated Senior Leverage ratio is equal to this Agreement. Such prepayment shall be made within five (5) Business Days after or greater than 1.50 to 1.00 on the date of receipt such issuance, 100% of the Net Cash Proceeds of any such transaction. issuance shall be applied on the date of such issuance to the prepayment of the Loans, and (iiiii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Consolidated Senior Leverage Ratio is less than 5.0:1.01.50 to 1.00 on the date of such issuance, 0%) 50% of the aggregate Net Cash Proceeds from of such issuance shall be applied on the date of such issuance to the prepayment of the Loans. (b) If on any Equity Offering by or capital contribution to date the Borrower or any of its Restricted Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate receive Net Cash Proceeds from any Disposition by the Borrower Asset Sale or any Recovery Event then, within 180 days of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt such date of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsProceeds, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt % of such Net Cash Proceeds shall be applied at the Borrower’s option to any one or more of the following: (i) the prepayment of the Loans, or (ii) to purchase assets or property constituting Collateral. The provisions of this Section 2.06(b) do not constitute a consent to an Asset Sale not otherwise permitted under this Agreement. (c) In the event that any Loan Party shall receive Net Cash Proceeds from the issuance, incurrence or placement of Indebtedness of any Loan Party, the Borrower shall on such date, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans. (d) All prepayments of Loans made pursuant to this Section 2.06 shall be accompanied by payment of the Applicable Prepayment Premium and all accrued interest on such Loans. (e) Prior to the date that is 181 days after the Closing Date, each Lender shall have ten days to accept or reject its pro rata share of any mandatory prepayments described in this Section 2.06. In the event any Lender does not accept its pro rata share within such ten day period, the amounts so rejected shall be offered to each non-rejecting Lender thereunder. Any mandatory prepayments remaining after being reoffered to such non-rejecting Lenders shall be returned by the Administrative Agent to the Borrower or any and used for general working capital purposes, including voluntary prepayments of its Subsidiaries in similar replacement assetsthe Loans.

Mandatory Prepayments. Borrower shall be required to make mandatory prepayments of the Term Loans upon each of the following: (i) If at the receipt by Borrower or any time of its Affiliates of any damages or other amounts from Equipment Supplier under the outstanding principal Equipment Supply Agreement (including as a result of a delayed delivery pursuant to Section 4 of the Equipment Supply Agreement and as a result of any cancellation by Equipment Supplier pursuant to Section 19 of the Equipment Supply Agreement), in an amount equal to (A) during the continuance of any Default or Event of Default, the amount of all Revolver Loans plus the sum such damages or other amounts, or (B) so long as there is not continuing any Default or Event of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountDefault, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account such portion of the Lendersamount of such damages as Hermes Agent (at the instruction of Hermes) shall designate in writing as the amount (if any) of the Term Loans no longer eligible for coverage under the Hermes Export Credit Guarantee Documents as a result of such payment of amounts by Equipment Supplier to Borrower; (ii) any failure of the Hermes Export Credit Guarantee Documents to be effective with respect to any portion of the Term Loans, in an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit portion of the Lenders Term Loans; and (iii) the refund to Borrower of any Hermes Guarantee Fees by Hermes in an amount equal to the aggregate then undrawn and unexpired amount of Hermes Guarantee Fee Refund. Any such Letters of Credit prepayment (such cash collateral to be applied including any deemed prepayment with the Hermes Guarantee Fee Refund made in accordance with Section 2.09(b)). (ii2.6.1) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) include payment by Borrower of accrued and unpaid interest on the Term Loans being prepaid and any fees, breakage costs and other charges payable in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to such a prepayment under the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty this Agreement (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsincluding Section 3.7), or if any, and (B) be applied to remaining amortization payments and the payments at final maturity thereof (1) in connection with Dispositions permitted pursuant to Section 9.17 inverse order of maturity or (other than Section 9.17(f2) on a pro rata basis, at the option of Hermes Agent (acting at the instruction of Hermes)). Amounts prepaid as mandatory prepayments of Term Loans may not be re-borrowed. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If at the Loan is accelerated following the occurrence of an Event of Default that has not been waived by the Lenders pursuant to Section 9.1(a), then Borrower, in addition to any time other amounts which may be due and owing under this Agreement, shall immediately pay to the outstanding principal Lenders the amount set forth in Section 2.3(b), as if Borrower had opted to prepay on the date of all Revolver Loans plus such acceleration. (ii) If, after the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountClosing Date, the Borrower agrees or its Subsidiary shall (x) offer any Equity Securities and receive net cash proceeds in connection with such offering and all other such offerings (other than any offering in connection with or in contemplation of a Business Combination) since the Closing Date in excess of One Hundred Million Dollars ($100,000,000) (the “Threshold Amount”) or (y) issue or incur any Indebtedness (other than Permitted Indebtedness), the Borrower or such Subsidiary shall promptly notify Collateral Agent and the Lenders of the estimated net cash proceeds of such offering or issuance or incurrence to repay immediately upon notice from the Administrative Agent, be received by payment to the Administrative Agent or for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreementsuch Subsidiary in respect thereof. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant Subject to Section 9.17 (other than Section 9.17(f)). (v2.3(a)(iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made below, within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or such Subsidiary of the net cash proceeds of (I) any such offering of Equity Securities, the Borrower shall prepay the Loan in an aggregate amount equal to 100% of the amount of such net cash proceeds in excess of the Threshold Amount and (ii) any such issuance or incurrence of Indebtedness, the Borrower shall prepay the Loan in an aggregate amount equal to 100% of the amount of such net cash proceeds, in each case under this Section 2.3(a)(ii), together with the applicable Make-Whole Amount. The Borrower acknowledges that its Subsidiaries; provided thatperformance under this Agreement shall not limit the rights and remedies of the Agents and the Lenders for any breach of any terms of the Loan Documents. Subject to the last sentence of Section 2.2(d), so long as no Default or Event each prepayment under this Section 2.3(a)(ii) shall be applied pro rata to Lenders based upon the outstanding principal amounts of Default has occurred the Loan owing to each such Lender and is continuingshall be accompanied by accrued and unpaid interest, together with any applicable Make-Whole Amount. (iii) Notwithstanding anything to the contrary in this Section 2.3(a), no prepayments prepayment required pursuant to this Section 2.3(a) shall be required hereunder if such prepayment would be in connection with up to $50,000,000 contravention of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsIntercreditor Agreement.

Mandatory Prepayments. (ia) If at any time In the outstanding event and on each date the Dollar Equivalent of the aggregate principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure Revolving Credit Outstandings exceeds the then available Aggregate Maximum Revolver Amountaggregate Revolving Loan Cap (other than as a result of a Protective Advance permitted pursuant to Section 2.1(a)(ii)), the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Borrowers shall on each such date prepay an amount equal to such excess with each such repayment which shall be applied first as follows: first, to prepay the Swing Loans until paid in full, second, to prepay the Revolving Loans until paid in full (without a reduction in the Revolving Credit Commitments), third, to the principal extent of any remaining excess, to Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to 103% of outstanding Swingline Loanssuch excess and fourth, second to the principal extent after giving effect to any such prepayments and provision of Cash Collateral, the FILO Outstandings exceed the FILO Borrowing Base, to prepay FILO Outstandings in an amount equal to such excess; provided that, in the event any such prepayment requirement arises as a result of outstanding Revolver fluctuations in currency exchange rates, such prepayment shall be made by the Borrowers within one (1) Business Day after the Administrative Agent notifies the Borrowers thereof. (b) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in the occurrence of a Cash Dominion Period, any Loan Party or any of its Restricted Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business, the Borrowers shall immediately prepay the Loans and third, with respect to any Cash Collateralize Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit (in an amount equal to up to 103% of the Lenders aggregate Stated Amount of such Letters of Credit) in accordance with Section 2.9(d), (i) in the case of clause (x) above, in amount equal to 100% of such Net Cash Proceeds arising from any such Disposition, and (ii) in the case of clause (y) above, in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral required to be applied in accordance with Section 2.09(b))prevent a Cash Dominion Period from occurring. (iic) The Borrower Subject to Section 3.6, all such payments in respect of the Loans pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.9 shall be paid, or may be charged by the Administrative Agent to any loan account(s) of the Borrowers, at the Administrative Agent’s option, on the date of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by the Borrowers to the bank account designated by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m. (d) All amounts received pursuant to Section 2.9(b) and, at all times after the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Administrative Agent to the Borrowers (subject to the provisions of Section 10.3), on each Business Day, at or before 3:00 p.m., all Same Day Funds credited to any Concentration Account shall, in each case, be applied by the Administrative Agent in the following order: first, to prepay the Swing Loans until paid in full, second, to prepay the Revolving Loans until paid in full (without a reduction in the Revolving Credit Commitments), third, to Cash Collateralize the Letter of Credit Obligations in the manner set forth in clause (vi) below Section 10.5 in amounts an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant 103% and fourth, to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionprepay FILO Outstandings. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (a) Upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds arising (i) from an Asset Sale, Property Loss Event, or Debt Issuance, the Borrower shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit, if applicable) in an amount equal to 100% of such Net Cash Proceeds (except Net Cash Proceeds subject to a Reinvestment Event as provided below ) and (ii) from an Equity Issuance (other than an Equity Issuance to the extent (A) the proceeds are applied to (I) the purchase consideration for a Permitted Acquisition, (II) to finance Capital Expenditures or (III) for repayment of Indebtedness pursuant to Section 8.6(b)(vii)(B) (Prepayment and Cancellation of Indebtedness), in the case of clause (I) and (II) above, within 180 days of such Equity Issuance, and, in the case of clause (III) above, within 90 days of such Equity Issuance, and (B) the Administrative Agent receives a certificate of a Responsible Officer of the Borrower certifying the application of Net Cash Proceeds in accordance with clause (I), (II) or (III) above within 10 days of such Equity Issuance), the Borrower shall immediately prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 50% of such Net Cash Proceeds; provided, however, that if the Leverage Ratio as of the date of such Equity Issuance is (A) less than 4.75 to 1.00, then the foregoing percentage with respect to Equity Issuances shall be reduced to 25% or (B) less than 4.0 to 1.00, then such percentage shall be reduced to 0%. Any such mandatory prepayment shall be applied as provided in clause (c) below; provided, however, that, in the case of any Net Cash Proceeds subject to a Reinvestment Event, the Borrower shall, pending application of such Net Cash Proceeds, (x) immediately upon receipt of such Net Cash Proceeds deposit an amount equal to 100% of such Net Cash Proceeds in a deposit account of the Borrower or (y) at the Borrower’s option, to the extent that there are Revolving Credit Outstandings at such time, prepay the Revolving Loans or provide cash collateral in respect of Letters of Credit (but which shall not result in any permanent reduction in the Revolving Credit Commitments). On any Reinvestment Prepayment Date, the Borrower shall prepay the Loans in an amount equal to the remaining Reinvestment Deferred Amount which has not been reinvested as of such date in accordance with the applicable Reinvestment Notice, which prepayment shall be applied as provided in clause (c) below. (b) The Borrower shall prepay the Loans within 95 days after the last day of (i) the Fiscal Year ending December 31, 2011 and (ii) each subsequent Fiscal Year, in an amount equal to 50% of Excess Cash Flow for such Fiscal Year; provided, however, that if the Leverage Ratio as of the last day of such Fiscal Year is (A) less than 3.25 to 1.00, then such percentage shall be reduced to 25% for such Fiscal Year or (B) less than 2.50 to 1.00, then such percentage shall be reduced to 0% for such Fiscal Year. Any such mandatory prepayment shall be applied in accordance with clause (c) below. (c) Subject to the provisions of Section 2.13(g) (Payments and Computations), any mandatory prepayments made by the Borrower required to be applied in accordance with this clause (c) shall be applied as follows: first, to the prepayment of the Term Loans to repay the outstanding principal balance of the Term Loans on a pro rata basis among each Term Loan Facility, until such Term Loans shall have been prepaid in full; second, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; third, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full but without a corresponding reduction in the Revolving Credit Commitments; and then, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 105% of such Letter of Credit Obligations in the manner set forth in Section 9.3 (Action in respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. All repayments of the Term Loans made pursuant to this clause (c) shall be applied to reduce the remaining installments of such outstanding principal amounts of the Term Loans pro rata to such installments. (d) If at any time time, the outstanding aggregate principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure Revolving Credit Outstandings exceeds the then available Aggregate Maximum Revolver Amountaggregate Revolving Credit Commitments at such time, the Borrower agrees shall forthwith prepay the Swing Loans first and then the Revolving Loans then outstanding in an amount equal to repay immediately upon such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans, the Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 (Action in Respect of Letters of Credit) in an amount equal to 105% of such excess. (e) In connection with any mandatory prepayment pursuant to clause (a) and clause (b) above which is to be made in accordance with clause (c) above, the Borrower shall give the Administrative Agent 10 Business Days prior notice of any such mandatory prepayment, whereupon the Administrative Agent shall promptly notify each Term Loan Lender thereof. Any Term Loan Lender may, at its option, elect not to accept such prepayment of any Class of its Term Loans (any Term Loan Lender making such election being a “Declining Lender” with respect to such Class); provided that each Declining Lender shall give written notice thereof to the Administrative Agent not later than 11:00 a.m. New York City time on the eighth Business Day preceding the date of the applicable mandatory prepayment. The Administrative Agent shall offer the aggregate amount of the mandatory prepayments declined by the Declining Lenders to the other Term Loan Lenders (each, a “Non-Declining Lender”), without regard to the Class of each Non-Declining Lender, no later than the fifth Business Day preceding the date of the applicable mandatory prepayment. Each Non-Declining Lender shall be permitted to elect to receive such Non-Declining Lender’s pro rata share of such remaining amount (calculated based on such Non-Declining Lender’s pro rata share of the aggregate amount of Term Loans at such time) among those Non-Declining Lenders who have accepted payment of such amount, by giving written notice no later than 11:00 a.m. New York City time on the third Business Day preceding the date of the applicable mandatory prepayment, which notice shall include which Class of Term Loans such remaining amounts shall be applied towards. On such date of prepayment, (i) an amount equal to that portion of the respective Term Loans then to be prepaid to the Term Loan Lenders (less the amount thereof that would otherwise be payable to Declining Lenders) shall be paid to the applicable Term Loan Lenders that are not Declining Lenders and (ii) an amount equal to that portion of the Term Loans that would otherwise be payable to Declining Lenders shall be applied, first, to the prepayment of the Revolving Credit Obligations and Swing Loans and the cash collateralization of Letters of Credit, in each case on the basis provided in Section 2.9(c) above, and second, to the extent there are proceeds remaining, to the Borrower for application for any purpose permitted by this Agreement (including any optional prepayment pursuant to Section 2.8 (Optional Prepayments)). In the event that the Administrative Agent has not, with respect to any prepayment, received a notice from a Term Loan Lender in accordance with this clause (e), such Term Loan Lender shall be deemed to have waived its rights under this clause (e) to decline receipt thereof. (f) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, in the event the Swing Loan Lender notifies the Administrative AgentAgent and the Borrower that a Lender has not funded its Ratable Portion of the aggregate principal amount of the Swing Loans demanded to be paid pursuant to Section 2.3(d) (Swing Loans) or its participation pursuant to Section 2.3(e) (Swing Loans), the Borrower, shall upon demand by payment the Swing Loan Lender, pay to the Administrative Agent for the account of the Lenders, Swing Loan Lender an amount equal to such excess with each such repayment Non-Funding Lender’s unfunded Ratable Portion or participation, as the case may be, which amount shall be applied first by the Administrative Agent solely to reduce the aggregate principal amount of outstanding Swingline Swing Loans; provided that no such payment by the Borrower shall change the status of a Non-Funding Lender as such, second to or otherwise limit, reduce or qualify the principal amount obligations of outstanding Revolver Loans and third, any Lender with respect to its obligations under this Agreement or the other Loan Documents including without limitation to fund its Ratable Portion or participation pursuant to Section 2.3(d) and (e) (Swing Loans), in each case, after giving effect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance payments made by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))this sentence. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If Except as provided in Section 2.8, if at any time the outstanding principal amount Total Outstandings exceed the lesser of all Revolver Loans plus (i) the sum of all outstanding Swingline Loans Borrowing Base and LC Exposure exceeds (ii) the then available Aggregate Maximum Revolver AmountCommitment, the Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower agrees to repay immediately upon notice obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Revolving Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such excess into a cash collateral to be applied in accordance with Section 2.09(b))account opened by the Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iiiii) The Borrower If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay the Loans in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent (100%) of the aggregate such Net Cash Proceeds, which Net Cash Proceeds from any Debt Issuance shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the Borrower or any Administrative Agent for the account of its Subsidiaries or other Debt not permitted pursuant the Lenders first to this Agreement. Such the principal amount of outstanding Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be made within five required (5x) Business Days during a Cash Dominion Period or (y) if, after the date of receipt of Net Cash Proceeds of giving effect to any such transaction. (iii) The Borrower shall prepay the Loans event described in the manner set forth in this clause (viii), a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall would be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactiontriggered. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If at any time Immediately upon receipt of notice by Agent that the outstanding principal amount balance of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure Term Loan exceeds the then available Aggregate extant Maximum Revolver Term Loan Amount, Borrower shall prepay the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Term Loan in accordance with CLAUSE (D) below in an amount equal to such excess with each such repayment applied first to the principal amount excess. (ii) Immediately upon any voluntary or involuntary sale or disposition by Parent or any of outstanding Swingline Loansits Subsidiaries of property or assets (other than sales or dispositions which qualify as Permitted Dispositions under clauses (b), second to the principal amount of outstanding Revolver Loans (c), (e), and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit (g)) of the Lenders definition of Permitted Dispositions): (A) If the proceeds are from the sale or disposition of any Eligible Equipment, Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below with the Net Cash Proceeds received by such Person in connection with such sale or disposition in an amount equal to the aggregate then undrawn and unexpired amount lesser of (i) 100% of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). Net Cash Proceeds, and (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) % of the aggregate Gross Liquidation Value of such Eligible Equipment based on the most recent appraisal of such Eligible Equipment. Any remaining Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five applied as follows: (5A) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has shall have occurred and is be continuing, no prepayments (x) 50% of such Net Cash Proceeds shall be required hereunder retained by Borrower, and (Ay) the remaining Net Cash Proceeds shall be used by Borrowers to prepay the outstanding Obligations in accordance with clause (d) below, and (B) otherwise, 100% of such Net Cash Proceeds shall be used by Borrowers to prepay the outstanding Obligations in accordance with clause (d) below. (B) If the proceeds are from the sale or disposition of any other property or assets, Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with up to $50,000,000 such sale or disposition if the aggregate amount of aggregate Net Cash Proceeds received by Parent and its Subsidiaries (and not paid to Agent as a prepayment of the Obligations) for all such sales or dispositions shall exceed $150,000 in any fiscal year from Dispositions year. Nothing contained in this subclause (other than any Disposition pursuant to the terms of the Pioneer Option Agreementii) by the Borrower shall permit Parent or any of its Subsidiaries which is reinvested within three hundred sixty to sell or otherwise dispose of any property or assets other than in accordance with SECTION 7.4. (360iii) days after Immediately upon the receipt of such Net Cash Proceeds by the Borrower Parent or any of its Subsidiaries of any Extraordinary Receipts in similar replacement assetsexcess of $50,000 individually or $250,000 in the aggregate during any Fiscal Year (other than Extraordinary Receipts from the Asiana Claim), Borrowers shall prepay the outstanding Obligations in accordance with clause (d) below in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) Immediately upon the issuance or incurrence by Parent or any of its Subsidiaries of any Indebtedness (other than Indebtedness referred to in CLAUSES (A), (B), (C), (D), OR (E) of SECTION 7.1), or the sale or issuance by Parent or any of its Subsidiaries of any shares of its Capital Stock, Borrowers shall prepay the outstanding principal of the Obligations in accordance with clause (Bd) in an amount equal to 100% of the Net Cash Proceeds received by Parent or its Subsidiaries in connection with Dispositions permitted pursuant such sale, issuance, or incurrence. The provisions of this subsection (iv) shall not be deemed to Section 9.17 (other than Section 9.17(f))be implied consent to any such sale, issuance, or incurrence otherwise prohibited by the terms and conditions of this Agreement. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower If Parent or any of its Subsidiaries which is reinvested within three hundred sixty has any Excess Cash Flow for any fiscal year (360the "RELEVANT FISCAL YEAR"), commencing with the fiscal year ending February 29, 2004, Borrowers shall prepay the outstanding Obligations in accordance with clause (d) days after receipt below in an amount (the "EXCESS CASH FLOW AMOUNT") equal to 75% of such Net Excess Cash Proceeds Flow. Such Excess Cash Flow shall be paid on or before the first day of the second fiscal quarter of the fiscal year following the Relevant Fiscal Year. Notwithstanding the foregoing, (x) Borrowers shall not be required to prepay the Obligations with Excess Cash Flow if there are any Borrowings during (i) the last 5 days of Parent's first fiscal quarter of its fiscal year immediately following the Relevant Fiscal Year, or (ii) the last 20 Business Days of the Excess Cash Flow Offer (as defined in the Indenture), and (y) Borrowers shall not be required to prepay the Obligations with Excess Cash Flow to the extent that Parent would have less than $30,000,000 available to be borrowed under this Agreement upon consummation of the Excess Cash Flow Offer (as defined in the Indenture), after giving PRO FORMA effect to the purchase of Notes (as defined in the Indenture) in the Excess Cash Flow Offer (as defined in the Indenture). Borrowers shall not be required to prepay the Obligations with Excess Cash Flow if the Excess Cash Flow Amount is less than $5,000,000. (vi) Immediately upon the receipt by the Borrower Parent or any of its Subsidiaries of any insurance proceeds related to a casualty or loss of Collateral or the payment of any award or compensation for condemnation or taking by eminent domain, Borrowers shall prepay the outstanding Obligations in similar replacement assetsaccordance with clause (d) below in an amount equal to 100% of such proceeds or payment, net of any reasonable expenses incurred in collecting such proceeds or payment.

Mandatory Prepayments. (i) If at any time In the outstanding principal amount of all Revolver Loans plus event and on each occasion that the sum of all outstanding Swingline Loans and LC total Revolving Facility Credit Exposure exceeds the then available Aggregate Maximum Revolver Amountlesser of (A) the Revolving Loan Limit and (B) the Borrowing Base in effect at such time (including any reduction of the Borrowing Base as a result of the receipt of Net Proceeds from a sale or other disposition of inventory or receivables outside the ordinary course of business as specified in clause (iii) of the last paragraph of Section 7.05; the Borrowers shall immediately prepay Revolving Facility Borrowings or Swing Line Borrowings (or, if no such Borrowings are outstanding, deposit Cash Collateral pursuant to Section 2.16) in an aggregate amount equal to such excess. (ii) In the event and on each occasion that the L/C Obligations exceed (A) the Letter of Credit Sublimit or (B) the lesser of the Revolving Loan Limit and the Borrowing Base in effect at such time (including any reduction of the Borrowing Base as a result of the receipt of Net Proceeds from a sale or other disposition of inventory or receivables outside the ordinary course of business as specified in clause (iii) of the last paragraph of Section 7.05), the Borrower agrees Borrowers shall immediately deposit Cash Collateral pursuant to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Section 2.16 in an amount equal to such excess with excess. (iii) In the event and on each such repayment applied first to occasion that the principal amount of outstanding Swingline Loans, second to Swing Line Loans exceed (A) the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by Swing Line Sublimit or (B) the Administrative Agent, for the benefit lesser of the Lenders Revolving Loan Limit and the Borrowing Base in effect at such time (including any reduction of the Borrowing Base as a result of the receipt of Net Proceeds 82 from a sale or other disposition of inventory or receivables outside the ordinary course of business as specified in clause (iii) of the last paragraph of Section 7.05), the Borrowers shall immediately prepay Swing Line Borrowings in an aggregate amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b))excess. (iiiv) The Borrower shall prepay the Loans Subject to clause (v) below, in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) event and on each occasion of the aggregate Net Cash Proceeds from receipt by any Debt Issuance by the Borrower Loan Party or any of its Subsidiaries of the Net Proceeds of any Asset Sale, of such Loan Party or other Debt not permitted pursuant to this Agreement. Such prepayment Subsidiary, Borrowers shall be made promptly after such receipt, but in any event within five (5) Business Days after the date receipt thereof), prepay the outstanding principal amount of the ABL Credit Obligations in an amount equal to 100% of such Net Proceeds received by such Person in connection with such sales or other dispositions; provided that, if no (A) Event of Default exists, (B) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (C) the applicable Borrower shall deliver a certificate of a Responsible Officer of such Borrower to the Administrative Agent promptly following receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans proceeds setting forth such Borrower’s intention to use any portion of such proceeds up to an amount not exceeding $100,000,000 in any fiscal year, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the manner set forth business of such Borrower and its Subsidiaries or to make investments in clause Permitted Business Acquisitions, in each case within 180 days of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 180 days of such receipt, so used or contractually committed to be so used (vi) below in amounts equal it being understood that if any portion of such proceeds are not so used within such 180 day period but within such 180 day period are contractually committed to fifty percent (50%) (or if be used, then, upon the Borrower’s Leverage Ratio is less than 5.0:1.0termination of such contract, 0%) such remaining portion shall constitute Net Proceeds as of the aggregate Net Cash Proceeds from date of such termination or expiry without giving effect to this proviso). Nothing contained in this Section 2.11(b)(iv) shall permit any Equity Offering by or capital contribution to the Borrower Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 7.05. (v) Notwithstanding the foregoing, mandatory prepayments pursuant to clause (iv) above as to assets (a) constituting Eligible Equipment shall only be required to prepay ABL Credit Obligations if either (A) the exercise price on stock options issued fair market value of such Equipment exceeds $7,500,000 in any one case or $35,000,000 in the aggregate in any 12 month period or (B) after giving effect to such asset disposition or such casualty, the aggregate principal amount of the Term Loans is greater than 50% of the NOLV of the remaining Eligible Equipment in place as part of employee compensation set forth in the most recent appraisal in form, scope and methodology and by an Acceptable Appraiser received by Administrative Agent pursuant to Section 6.11 in accordance with this Agreement and (b) constituting Revolving Loan Priority Collateral shall only be required to prepay ABL Credit Obligations to the Equity Issuance. Such prepayment shall be made within five (5) Business Days extent Revolving Facility Credit Exposure exceeds the Loan Cap, including after giving effect to any reduction of the date Borrowing Base as a result of the receipt of Net Cash Proceeds from a sale or other disposition of inventory or receivables outside the ordinary course of business or from casualty event. Nothing contained in this Section 2.11(b)(v) shall limit any such transactionrights or remedies of the Collateral Agent upon the occurrence and during the continuance of an Accounts Availability Triggering Event in accordance with Section 6.12. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) In the event and on each occasion of the aggregate Net Cash Proceeds from incurrence by any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower Loan Party or any of its Subsidiaries which is reinvested within three hundred sixty of any Indebtedness (360other than Indebtedness permitted pursuant to Section7.01 (other than any Permitted Refinancing of the Credit Facility)), Borrowers shall immediately prepay the outstanding principal amount of the ABL Credit Obligations in an amount equal to 100% of the net proceeds received by such Person in connection with such incurrence. Nothing contained in this Section 2.11(b)(vi) days after receipt of such Net Cash Proceeds by the Borrower shall permit any Loan Party or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (incur any Indebtedness other than in accordance with Section 9.17(f))7.01. (vvii) The Borrower shall prepay In the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) event and on each occasion of the aggregate Net Cash Proceeds from issuance by any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower Loan Party or any of its Subsidiaries which is reinvested within three hundred sixty of any Equity Interests upon the occurrence and during the continuance an Accounts Availability Triggering Event, (360other than (A) days after receipt of such Net Cash Proceeds by in the event that any Borrower or any of its Subsidiaries in similar replacement assets.its

Mandatory Prepayments. (ia) If at On the next occurring Payment Date following the date on which Borrower actually receives any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountNet Proceeds, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment including prior to the Administrative Agent expiration of the Lockout Period, if and to the extent Lender is not obligated to and does not otherwise make such Net Proceeds available to Borrower for the account restoration of the LendersProperty, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans outstanding principal balance of the Note in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent (100%) of such Net Proceeds. Any partial prepayment under this Section 2.3.2 shall be applied to the aggregate last payments of principal due under the Loan. All Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted applied pursuant to this Agreement. Such prepayment Section 2.3.2(a) shall be made within five (5) Business Days after applied to the date Loan and no portion of receipt of the Net Cash Proceeds of any such transactionshall be applied to the Mezzanine Loan. (iiib) The Borrower shall prepay have the Loans in the manner set forth in clause (vi) below in amounts equal right at any time to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) obtain a release of the aggregate Property if Lender has elected to apply the Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) a Casualty or Condemnation of the aggregate Net Cash Proceeds from any Disposition by Property towards the Borrower or any reduction of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt the then outstanding principal balance of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided Note pursuant to this Section 2.3.2, provided, that, so long as (i) no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to continuing under this Agreement, the terms of Note, the Pioneer Option Agreement) by the Borrower Security Instrument or any of its Subsidiaries which is reinvested within three hundred sixty the other Loan Documents, (360ii) days after receipt Borrower pays all accrued and unpaid interest on the amount of such Net Cash Proceeds by principal being prepaid through the date of prepayment, (iii) Borrower or any pays all Breakage Costs, if any, without duplications of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in amounts provided for the manner set forth in proceeding clause (viii) below in amounts equal to one hundred percent above, and (100%iv) of Borrower pays all other sums then due under this Agreement, the aggregate Net Cash Proceeds from any Insurance Note, and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsother Loan Documents.

Mandatory Prepayments. (a) Borrower shall make a prepayment of the Term Loans upon the occurrence of any of the following at the following times and in the following amounts, unless the Required Lenders consent to the action triggering Borrower’s prepayment obligation and waive any prepayment obligation in connection with the taking of any such action: (i) If at concurrently with the receipt by any time the outstanding principal amount Loan Party of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amountany Net Cash Proceeds from any Asset Disposition, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to 100% (or such lesser amount as is required to indefeasibly pay in cash in full the aggregate then undrawn and unexpired amount Obligations) of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)).Net Cash Proceeds; (ii) The Borrower shall prepay concurrently with the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) receipt by any Loan Party of the aggregate any Net Cash Proceeds from any Debt Issuance issuance of Capital Securities of any Loan Party or from any capital contribution (excluding (x) any issuance by Borrower of Common Stock to an employee, consultant or director pursuant to any equity compensation plan, benefit plan or compensation program, (y) any issuance by Borrower of the Financing Unit Warrants in connection with the consummation of the Financing in accordance with Section 10.13 and Schedule 10.13 hereto and the Common Stock issuable upon exercise thereof and (z) any issuance by a Subsidiary to Borrower or any another Subsidiary), in an amount equal to 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations) of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of such Net Cash Proceeds of any such transaction.Proceeds; (iii) The Borrower shall prepay concurrently with the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) receipt by any Loan Party of the aggregate any Net Cash Proceeds from any Equity Offering issuance of any Debt of any Loan Party (excluding Debt permitted by Section 11.1 and Debt consisting of an Incremental Loan in accordance with Section 2.2), in an amount equal to 100% (or capital contribution such lesser amount as is required to indefeasibly pay in cash in full the Borrower or any Obligations) of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of such Net Cash Proceeds of any such transaction.Proceeds; (iv) The Borrower shall prepay concurrently with the Loans receipt by any Loan Party of any Extraordinary Receipts, in an amount equal to 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations) of such Extraordinary Receipts to the extent the amount of such Extraordinary Receipts are not reinvested in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) business of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made Loan Parties and their Subsidiaries within five thirty (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (36030) days after following receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)).thereof; and (v) The Borrower shall prepay concurrently with the Loans occurrence of any Change of Control, in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent (100%) % of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by outstanding principal balance of the Borrower or any of its Subsidiaries. Such prepayments Term Loans, together with all other Obligations outstanding. (b) Any such prepayment pursuant to Section 6.1.2(a) shall be made within three (3) Business Days after receipt together with accrued but unpaid interest thereon to and including the date of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsprepayment.

Mandatory Prepayments. (ia) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance Upon receipt by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds arising from an Asset Sale, Property Loss Event, Debt Issuance, Equity Issuance, Commercial Tort Claim or Avoidance Action, the Borrower shall within one Business Day (or, in the case of Asset Sales, within three Business Days) of receipt of such Net Cash Proceeds prepay the Loans (and as applicable pursuant to clause (b) below, provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds. Any such mandatory prepayment shall be applied in accordance with clause (b) below; provided, however, that, in the case of any Net Cash Proceeds arising from a Reinvestment Event, the Borrower shall (i) immediately upon receipt of such transactionNet Cash Proceeds, at the Borrower's option, deposit 100% of such Net Cash Proceeds in a Cash Collateral Account or prepay the Loans (or provide cash collateral in respect of Letters of Credit), which prepayment shall be applied as provided in clause (b) below, in an amount equal to 100% of such Net Cash Proceeds and (ii) prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to such Reinvestment Event. (iiib) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution Subject to the provisions of Section 2.13(g), any prepayments made by the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and required to be applied in accordance with this clause (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after applied as follows: first, to repay the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) outstanding principal balance of the aggregate Net Cash Proceeds from any Disposition by Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the Borrower or any outstanding principal balance of its Subsidiaries. Such prepayments the Revolving Loans until such Revolving Loans shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiarieshave been paid in full; provided thatand then, so long as no if a Default or Event of Default has occurred and is continuingcontinuing and only for so long as the same is in effect, no prepayments shall be required hereunder (A) to provide cash collateral for any Letter of Credit Obligations in connection with up an amount equal to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt 105% of such Net Cash Proceeds by the Borrower or any Letter of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans Credit Obligations in the manner set forth in clause Section 9.3 until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. No repayments of Revolving Loans and Swing Loans or cash collateralization of Letters of Credit required to be made pursuant to this Section 2.9 (viincluding in the case of Net Cash Proceeds arising from a Reinvestment Event, the application of such proceeds to the Revolving Loans and Swing Loans pending reinvestment thereof by the applicable Loan Party) below shall result in amounts a reduction of the Revolving Credit Commitments. (c) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time, the Borrower shall forthwith prepay the Swing Loans first and then the Revolving Loans then outstanding in an amount equal to one hundred percent (100%) such excess. If any such excess remains after repayment in full of the aggregate Net outstanding Swing Loans and Revolving Loans, the Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 in an amount equal to 105% of such excess, such cash collateral to be released to the extent the Revolving Credit Outstandings thereafter no longer exceed the Maximum Credit. (d) The Borrower hereby irrevocably waives the right to direct the application of all funds in the Cash Proceeds Concentration Account or any other Cash Collateral Account (other than an amount equal to any proceeds arising from a Reinvestment Event that are held in a Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) so long as the Administrative Agent applies such funds in accordance with this Agreement and agrees that the Administrative Agent shall, except as provided in Section 2.13(g) (Payments and Computations) and clause (c) above, apply all available funds in the Cash Concentration Account or any Insurance and Condemnation Event by other Cash Collateral Account on a daily basis and, prior to the establishment of the cash management provisions set forth in Section 7.12 (but subject to the proviso set forth in Section 7.12(a)), the Borrower shall cause cleared cash in any other deposit account of the Borrower or any Subsidiary Guarantor to be applied on a daily basis, as follows: first, to repay the outstanding principal amount of its Subsidiariesthe Swing Loans until such Swing Loans have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been repaid in full; and then to any other Obligation then due and payable. Such prepayments Any such repayment of the Swing Loans and Revolving Loans shall not result in a corresponding reduction of the Revolving Credit Commitments. The Administrative Agent agrees so to apply such funds and the Borrower consents to such application. If (i) following such application or (ii) after all Letters of Credit shall have expired or be made within three fully drawn and all Revolving Credit Commitments shall have been terminated, there are no Loans outstanding and no other Obligations that are then due and payable, then the Administrative Agent shall cause any remaining funds in the Cash Concentration Account or any other Cash Collateral Account to be paid at the written direction of the Borrower (3) Business Days after receipt or, in the absence of Net Cash Proceeds of any such transaction by direction, to the Borrower or another Person lawfully entitled thereto). Notwithstanding any of its Subsidiaries; provided thatthe other provisions of this clause (d), so long as no Default or Event of Default has shall have occurred and is be continuing, no prepayments if any prepayment of Revolving Loans is required to be made under this clause (d) prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be required hereunder in connection with up authorized (without any further action by or notice to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year or from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360other Loan Party) days after receipt to apply such amount to the prepayment of such Net Cash Proceeds Revolving Loans in accordance with this clause (d). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of its Subsidiaries such Revolving Loans in similar replacement assetsaccordance with this clause (d).

Mandatory Prepayments. a. To the extent that (i) If the Revolving Credit Loans shall at any time exceed the outstanding principal lesser of (A) the Revolving Credit Commitment minus the aggregate amount of the Outstanding Letter of Credit Obligations and minus the aggregate face amount of all Revolver Loans plus the sum outstanding Letters of all outstanding Swingline Loans and LC Exposure exceeds Indemnity or (B) the then available Aggregate effective Revolving Credit Loans Maximum Revolver AmountOutstanding or (ii) the Revolving Credit Loans shall at any time exceed the then effective Borrowing Base, the Borrower agrees to repay immediately upon notice from Borrowers shall within one (1) day after becoming aware of such excess prepay the Administrative Agent, by payment to Revolving Credit Loans in the Administrative Agent for amount of such excess. b. Within ten (10) days after the account availability of the Lendersquarterly financial statements for March 31 required to be delivered pursuant to Section 9.09(b) but in any event not later than June 1 of each year, the Borrowers shall prepay the Term Loans in an amount equal to 50% of the amount of the Excess Cash Flow for the 12 month period ended March 31 of such excess with each such repayment year. The entire prepayment under this subsection shall be applied first to the scheduled installments of principal amount in the inverse order of outstanding Swingline Loansmaturity. c. Within ten (10) Banking Days of receipt by any Borrower of any cash proceeds (including any cash received by way of deferred payment pursuant to a note receivable or otherwise) remaining after deducting all reasonable costs of a sale, second to transfer or other disposition from the principal amount sale, transfer or other disposition of outstanding Revolver any equity interest in or assets (other than inventory disposed of in the ordinary course of business) of any Person owned by such Borrower, such Borrower shall first prepay the Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount first $100,000 of such Letters proceeds, second prepay the Term Loans in an amount equal to one hundred percent (100%) of Credit (such cash collateral to proceeds and such prepayments shall be applied in accordance with Section 2.09(b))inverse order of maturity, and third, after the Revolving Credit Loans have been prepaid in an amount equal to $100,000 and the Term Loans are repaid in full prepay the Revolving Credit Loans and reduce the Revolving Credit Commitment in an amount equal to the remaining proceeds. d. Within five (ii5) The days of receipt by any Borrower of any tax refund, such Borrower shall prepay the Revolving Credit Loans in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by amount of such tax refund. e. Any prepayment of the Borrower or any of its Subsidiaries or other Debt not permitted pursuant Term Loan under this Section shall include all accrued interest to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of such prepayment on the amount so prepaid as well as any such transactionand all compensation required to be paid in accordance with Section 6.05. (iii) The Borrower shall prepay the Loans in the manner f. Except as specifically set forth in at the end of clause (vic) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0above, 0%) any prepayment of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to Revolving Credit Loans under this Section shall not reduce the Borrower or any amount of its Subsidiaries other than the Revolving Credit Commitment. The mandatory prepayments required under subsection (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after applied as follows: first, to unreimbursed drawings under Letters of Credit, second, to Revolving Loans outstanding, third to unreimbursed drawings under Letters of Indemnity, and fourth to be held as cash collateral for the date of receipt of Net Cash Proceeds of any such transactionBorrowers' obligations under the Facility Documents. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at Subject to Section 4.3 hereof, when any time Borrower sells or otherwise disposes of any Collateral other than Inventory in the outstanding principal amount Ordinary Course of all Revolver Loans plus Business, Borrowers shall repay the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Advances in an amount equal to the aggregate then undrawn and unexpired amount net proceeds of such Letters sale (i.e., gross proceeds less the reasonable costs of Credit (such cash collateral sales or other dispositions), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the Advances in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with Section 2.09(b))the terms hereof. (iib) The Borrower shall prepay In the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) event of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries issuance or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date incurrence of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions Indebtedness (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions Indebtedness permitted pursuant to Section 9.17 7.8 hereof) by Borrowers or the issuance of any Equity Interests by any Borrower, Borrowers shall, no later than one (1) Business Day after the receipt by Borrowers of (i) the cash proceeds from any such issuance or incurrence of Indebtedness or (ii) the net cash proceeds of any issuance of Equity Interests (other than Section 9.17(fEquity Interests issued to employees, officers or directors of any Borrower)). (v) The Borrower shall prepay , as applicable, repay the Loans Advances, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof, in an amount equal to the net cash proceeds in the case of such incurrence or issuance of Indebtedness or an issuance of Equity Interests. Such repayments will be applied in the same manner as set forth in clause (viSection 2.21(b) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetshereof.

Mandatory Prepayments. (ia) If at Subject to Section 4.3 hereof, when any time Borrower sells or otherwise disposes of any Collateral other than Inventory in the outstanding principal amount Ordinary Course of all Revolver Loans plus Business, Borrowers shall repay the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountAdvances, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment subject to the Administrative Agent for the account of the Lendersright to reborrow hereunder, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount net proceeds of such Letters sale (i.e., gross proceeds less the reasonable costs of Credit such sales or other dispositions), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent pursuant to an express trust hereby, separate and segregated from all other funds, assets and property of Borrowers. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Repayments under this paragraph (a) shall be applied first, to the outstanding principal balance of the Revolving Advances and Swing Loans (in the order determined by Agent) second, to be held by Agent as cash collateral to the extent of any outstanding Letter of Credit Obligations and third, to the outstanding principal balance of the FILO Advances, provided that, after the occurrence and during the continuance of an Event of Default, such repayments shall be applied to the Advances and the other Obligations in such order as Agent may determine in its sole discretion. (b) Upon either (i) the issuance and/or incurrence of any Indebtedness for borrowed money (other than Indebtedness permitted in accordance with the provisions of Section 2.09(b)). 7.8) by any Borrower or (ii) The Borrower the issuance of any additional Equity Interests (other than Equity Interests issued to employees, officers or directors of any Borrower) or receipt of any additional capital contributions by any Borrower, Borrowers shall prepay repay the Loans Advances, subject to the right to reborrow hereunder, in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent the net cash proceeds of such issuance, incurrence and/or capital contribution (100%) i.e., gross proceeds less the reasonable costs of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant such issuance, incurrence and/or capital contribution), such repayments to this Agreement. Such prepayment shall be made within five promptly but in no event more than one (51) Business Days after Day following receipt of such net cash proceeds, and until the date of receipt payment, such proceeds shall be held in trust for Agent pursuant to an express trust hereby, separate and segregated from all other funds, assets and property of Net Cash Proceeds Borrowers. The foregoing shall not be deemed to be implied consent to any such issuance and/or incurrence of Indebtedness or issuance of additional Equity Interests otherwise prohibited by the terms and conditions hereof (to the extent, if any, of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and prohibition contained herein). Repayments under this subparagraph (b) the Equity Issuance. Such prepayment shall be made within five applied first, to the outstanding principal balance of the Revolving Advances and Swing Loans (5) Business Days after in the date of receipt of Net Cash Proceeds order determined by Agent), second, to be held by Agent as cash collateral to the extent of any such transaction. (iv) The Borrower shall prepay outstanding Letter of Credit Obligations and third, to the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) outstanding principal balance of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; FILO Advances, provided that, so long as no Default or after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, no prepayments such repayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant applied to the terms of Advances and the Pioneer Option Agreement) by the Borrower or any of other Obligations in such order as Agent may determine in its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))sole discretion. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If at The Company shall, within five days of receipt by any time Credit Party of the outstanding Net Cash Proceeds of any Asset Sale, Debt Incurrence or Equity Issuance, prepay, (i) a principal amount of the Senior Notes equal to the amount of such Net Cash Proceeds (less any amounts not required to be paid as a result of the requirement in subsection (e) of this Section 2.4 that all Revolver Loans plus such prepayments be made in multiples of $1,000), at the sum redemption price set forth in the Senior Securities Purchase Agreement, as in effect on the date hereof, and (ii) to the extent available funds remain after the prepayment of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment amounts owing with respect to the Administrative Agent for Senior Notes pursuant to the account terms of the LendersSenior Securities Purchase Agreement, an amount equal to such excess with each such repayment applied first to as in effect on the date hereof, a principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount Notes equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts remaining Net Cash Proceeds, at a redemption price equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by principal amount of the Borrower or any Notes so prepaid together with accrued interest to the date of its Subsidiaries or other Debt not permitted pursuant to this prepayment; provided, however, the proceeds of the $25 Million Takedown (as defined in the Senior Securities Purchase Agreement. Such prepayment , as in effect on the date hereof) shall be made applied in accordance with clause (ii) above (and not clause (i)). (ii) The Company shall, within five (5) Business Days after the date days of receipt by any Credit Party of Net Cash Proceeds the proceeds (net of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%legal fees) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution Packer Avenue Proceeding, prepay (i) a principal amount of the Senior Notes equal to the Borrower or any amount of its Subsidiaries other than (a) the exercise such proceeds, at a redemption price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by principal amount of the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, Senior Notes so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection prepaid together with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant accrued interest to the terms date of prepayment and then (ii) to the extent available funds remain, a principal amount of the Pioneer Option Agreement) by Notes equal to the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt amount of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsproceeds, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts at a redemption price equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by principal amount of the Borrower or any Notes so prepaid together with accrued interest to the date of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsprepayment.

Mandatory Prepayments. (ia) If at No later than the date of receipt by the Borrower or any time the outstanding principal amount Subsidiary of all Revolver Loans plus the sum Net Cash Proceeds in respect of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amountany Disposition (including without limitation any license) of IP Collateral permitted by Section 7.05(f), the Borrower agrees shall prepay the Loans in an aggregate principal amount equal to repay immediately upon notice from the Administrative Agentamount of such Net Cash Proceeds, by payment PROVIDED that any such prepayment occurring during any Prepayment Blockage Period shall be subject to Section 2.04(d). (b) Concurrently with any prepayment of the Loans pursuant to this Section 2.04, the Borrower shall deliver to the Administrative Agent for an officer's certificate demonstrating the account calculation of the Lenders, an amount equal of the applicable Net Cash Proceeds that gave rise to such excess with each prepayment. In the event that the Borrower shall subsequently determine that the actual amount was greater than the amount set forth in such repayment applied first to officer's certificate, the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit Borrower shall promptly make an additional prepayment of the Lenders Loans in an amount equal to the aggregate then undrawn and unexpired amount of such Letters excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent an officer's certificate demonstrating the derivation of Credit the additional amount resulting in such excess. (such cash collateral c) Any mandatory prepayments of the Loans pursuant to Section 2.04(a), shall be applied to prepay ratably the Loans of each Class (on the basis of aggregate principal amount of Loans of each Class then outstanding). Each such prepayment of the Loans shall be applied pro rata to the remaining scheduled payments of principal set forth in accordance with Section 2.09(b)2.06(a). (iid) The Borrower shall prepay Any mandatory prepayments of the Loans in pursuant to Section 2.04(a) that occur during any Prepayment Blockage Period shall be subject to the manner set forth in clause following clauses (vii) below in amounts equal through (iii): (i) At least three Business Days prior to one hundred percent any date (100%an "UNSCHEDULED PREPAYMENT DATE") on which any mandatory prepayment of the aggregate Net Cash Proceeds from any Debt Issuance by Loans (an "UNSCHEDULED PREPAYMENT") would, but for the Borrower or any provisions of its Subsidiaries or other Debt not permitted this paragraph (d), otherwise be made pursuant to this Agreement. Such prepayment Section 2.04, the Borrower shall deliver a notice (a "BORROWER PREPAYMENT NOTICE") to the Administrative Agent, which notice shall (x) indicate the intention of the Borrower to make an Unscheduled Prepayment, (y) set forth the amount of such Unscheduled Prepayment and (z) contain an offer to prepay on a specified date (each such date, a "DEFERRED UNSCHEDULED PREPAYMENT DATE"), which shall be made within five (5) the tenth Business Days Day after the date of the Borrower Prepayment Notice. Upon receipt of Net Cash Proceeds any Borrower Prepayment Notice, the Administrative Agent shall promptly deliver a notice conforming to the requirements of any paragraph (d)(ii) (a "PREPAYMENT NOTICE") to each Lender, and such transaction.Unscheduled Prepayment shall not occur on such Unscheduled Prepayment Date, but shall instead be deferred as provided in subclause (z) of this Section 2.04(d)(i); (ii) Each Prepayment Notice shall be in writing, shall refer to this Section 2.04 and shall (w) notify each Lender of the contents and the date of the Borrower Prepayment Notice, (x) set forth the prepayment amount that the applicable Lender will be entitled to receive if it accepts prepayment of its Loans in accordance with this paragraph, (y) request such Lender to notify the Borrower and the Administrative Agent in writing, no later than the third Business Day prior to the Deferred Unscheduled Prepayment Date, of such Lender's acceptance or rejection (in each case, in whole and not in part) of such offer of prepayment and (z) inform such Lender that the failure by such Lender to reject such offer in writing on or before the third Business Day prior to such Deferred Unscheduled Prepayment Date shall be deemed an acceptance of such prepayment offer; and (iii) The On each Deferred Unscheduled Prepayment Date, the Borrower shall prepay pay to the Loans in the manner set forth in clause (vi) below in amounts Administrative Agent an amount equal to fifty percent the amount that would otherwise have been payable by the Borrower pursuant to paragraph (50%a) of this Section on the related Unscheduled Prepayment Date but for the provisions of this paragraph (d). Of such amount, the Administrative Agent shall apply to the prepayment of the outstanding Loans of each of the Lenders that shall have accepted (or if the Borrower’s Leverage Ratio is less than 5.0:1.0been deemed to have accepted) prepayment (each, 0%an "ACCEPTING LENDER") its ratable share (determined as provided in Section 2.04(c)) of the aggregate Net Cash Proceeds from any Equity Offering amount so paid by or capital contribution the Borrower. The balance of the amount so paid by the Borrower, if any, shall be returned promptly to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))Administrative Agent. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (a) The principal Indebtedness evidenced by the Notes shall be prepaid on or before the fifth Business Day following the receipt by Borrower or any of its Subsidiaries of (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice Net Cash Sales Proceeds from the Administrative AgentDispositions, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate such Net Cash Sales Proceeds, (ii) Net Cash Issuance Proceeds from any Debt Issuance by the issuance of debt securities of Borrower or any of its Subsidiaries or (other Debt not than Indebtedness permitted pursuant to this Agreement. Such prepayment shall be made within five by subsections (5a) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. through (iiih) The Borrower shall prepay the Loans in the manner set forth in clause and subsection (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%j) of the aggregate Net Cash Proceeds from any Equity Offering definition of Permitted Indebtedness hereinabove), by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent (100%) of the aggregate such Net Cash Issuance Proceeds and (iii) Net Cash Issuance Proceeds from any Disposition by the Borrower or any issuance of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt equity securities of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt except any issuance of such Net Cash Proceeds by the equity securities to Borrower or to any of its Subsidiaries in similar replacement assetsor to employees or former employees, or (B) in connection with Dispositions permitted directors and officers of Borrower pursuant to Section 9.17 (other than Section 9.17(fan exercise of stock options with respect to equity in Borrower)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts , by an amount equal to one hundred percent (100%) of the aggregate such Net Cash Proceeds from any Insurance and Condemnation Event by Issuance Proceeds. (b) On or before the Borrower or any of its Subsidiaries. Such prepayments shall be made within three date that is one hundred twenty (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360120) days after receipt the close of such Net Cash Proceeds each fiscal year of Borrower, commencing with the fiscal year ending December 31, 2001, Borrower shall prepay the principal Indebtedness evidenced by the Borrower Acquisition Note by an amount equal to fifty percent (50%) of Excess Cash Flow for such fiscal year. Principal sums so prepaid shall be applied to those installments scheduled to repay the outstanding principal amount of the Acquisition Loan in the inverse order of maturity, but shall not postpone the due date or change the amount of any of its Subsidiaries subsequent principal installment unless Bank shall otherwise agree in similar replacement assetswriting.

Mandatory Prepayments. (ia) If at any time Subject to Section 2.13(e), not later than the outstanding principal amount of all Revolver Loans plus fifth Business Day following the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds in respect of any such transactionAsset Sale or Casualty Event, the Borrower shall apply 100% of the Net Cash Proceeds received by any Loan Party or any subsidiary of a Loan Party with respect thereto to prepay outstanding Term Loans. (iiie) The Borrower shall prepay the Loans Subject to Section 2.13(e), in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (event that any Loan Party or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) any subsidiary of the aggregate a Loan Party shall receive Net Cash Proceeds (i) from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans Early Customer Payments in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the an aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to amount exceeding $50,000,000 of aggregate Net Cash Proceeds 2,000,000 in any fiscal year or (ii) from Dispositions the issuance or incurrence of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (other than any Disposition cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to the terms of the Pioneer Option Agreement) by Section 6.01), the Borrower or shall, substantially simultaneously with (and in any of its Subsidiaries which is reinvested within three hundred sixty (360event not later than the third Business Day next following) days after the receipt of such Net Cash Proceeds by the Borrower such Loan Party or any of its Subsidiaries in similar replacement assetssuch subsidiary, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts apply an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt % of such Net Cash Proceeds to prepay outstanding Term Loans. (f) The Borrower shall deliver to the Administrative Agent, (i) at the time of each prepayment required under this Section, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days’ prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section shall be subject to Section 2.05(c) and Section 2.05(d), but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (g) Notwithstanding any other provisions of this Section 2.13, to the extent that the Borrower has determined in good faith and on the advice of counsel that repatriation of any of or all the Net Cash Proceeds specified under this Section 2.13 that are held by a Foreign Subsidiary would have material adverse tax consequences (as determined in good faith by the Borrower in consultation with the Required Lenders) with respect to such Net Cash Proceeds, the Lenders and the Borrower shall work together to find a suitable alternative in respect of such Net Cash Proceeds and such Net Cash Proceeds so affected may not be required to be applied to repay the Term Loans at the times provided in this Section 2.13; provided that, if at any time such repatriation of such Net Cash Proceeds would not have material adverse tax consequences (as determined in good faith by the Borrower in consultation with the Required Lenders), then such Net Cash Proceeds will be required to be applied to repay the Term Loans in accordance with this Section 2.13 within five Business Days after such determination. (h) Notwithstanding anything to the contrary in this Section 2.13, no prepayments or payments of Term Loans shall be required pursuant to this Section 2.13 until the Discharge of First Lien Obligations (as defined in the Intercreditor Agreement) has occurred; provided, however, that, to the extent a portion of Net Cash Proceeds are used to pay the First Lien Obligations in full, any portion of its Subsidiaries the Net Cash Proceeds remaining after the Net Cash Proceeds are first used to repay the First Lien Obligations in similar replacement assetsfull shall be used by the Loan Parties to repay the outstanding Term Loans; provided, further, that, notwithstanding the foregoing, if the First Lien Lenders under the First Lien Loan Agreement have declined in writing any Net Cash Proceeds (as defined in the First Lien Loan Agreement) required to be used to prepay the First Lien Debt or waived in writing or otherwise limited or rejected in writing the requirement that such Net Cash Proceeds be used to prepay the First Lien Debt, in each case, in accordance with the First Lien Loan Agreement, then such declined, waived, or otherwise rejected Net Cash Proceeds shall be applied as a mandatory prepayment hereunder in accordance with the relevant terms of this Section 2.13; provided, further, that, notwithstanding anything set forth herein, the notices and the applications of such declined or waived Net Cash Proceeds shall be made reasonably promptly following the date such Net Cash Proceeds are deemed declined, waived, or otherwise rejected under the First Lien Loan Agreement.

Mandatory Prepayments. (a) If (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Debt shall be incurred by any Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to (excluding any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral Debt permitted to be applied in accordance with incurred pursuant to Section 2.09(b7.01 hereof)). , or (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) during any period when an Event of the aggregate Net Cash Proceeds from Default exists, if any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment Equity Interests shall be made within issued by any Borrower and the proceeds therefrom are not used for the Cure Right described in Section 8.04, then, in each case, no later than five (5) Business Days after such Borrower receives the date of receipt of Net Cash Proceeds therefrom, the Loans shall be prepaid by an amount equal to 100% of any the amount of the Net Cash Proceeds from such transactionincurrence and applied as set forth in Section 2.07. (iiib) The If on any date any Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate receive Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries Asset Sale (other than (aAsset Sales in connection with Ventures’ Subsidiaries’ California operations) the exercise price on stock options issued as part or Recovery Event in an amount for any such sale or event in excess of employee compensation and (b) the Equity Issuance. Such prepayment shall be made $500,000, then, unless Lender, in its sole discretion, has approved Borrower’s plan to reinvest such Net Cash Proceeds, within five (5) Business Days after of the date of receipt by such Borrower of such Net Cash Proceeds of any Proceeds, the Loans shall be prepaid in an amount equal to such transactionexcess and applied as set forth in Section 2.07. (ivc) The Borrower shall prepay If upon the Loans in occurrence and during the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) continuance of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or an Event of Default has occurred and is continuingDefault, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition the Obligations are accelerated pursuant to the terms hereof, Borrower shall also be required to pay Lender the Prepayment Fee. (d) If any optional or mandatory payment is made pursuant to Section 2.05 or this Section 2.06 and such payment would result in the outstanding principal amount of the Pioneer Option AgreementLoans being less than or equal to Three Million Dollars ($3,000,000), then in any such case the Borrowers shall also pay all remaining Obligations outstanding under the Loan Documents. (e) by In connection with any prepayment made pursuant to Section 2.05 or this Section 2.06, the Borrower or any Borrowers shall also pay a prepayment premium in an amount equal to the Prepayment Fee; provided, however, that unless Borrowers prepay all of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt the outstanding principal amount of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) Loans in connection with Dispositions permitted pursuant to such prepayment (including if so required by Section 9.17 (other than Section 9.17(f2.06(d)). (v) The Borrower , the amount of the Prepayment Fee owed in connection with such prepayment shall prepay be a prorated amount equal to the Loans in percentage of the manner Obligations being prepaid; provided, further, however, the Make Whole Amount for any prorated Prepayment Fee shall be calculated as set forth in clause subsection (viii) below in amounts equal the definition of “Make Whole Amount”. 42 HB: 4868-8978-1628.11 (f) The Prepayment Fee (including the Make Whole Amount) is hereby acknowledged and agreed to one hundred percent (100%) be liquidated damages and not a penalty. The parties acknowledge and agree that the damage caused Lender by prepayment of all or less than all of the aggregate Net Cash Proceeds from any Insurance principal amount would be impossible or very difficult to accurately estimate as of the Closing Date and Condemnation Event by that the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and Prepayment 43 HB: 4868-8978-1628.11 Fee is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt a reasonable estimate of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsharm.

Mandatory Prepayments. (a) If the sum of the (i) If aggregate outstanding principal amount of the Revolving Loans, (ii) aggregate outstanding principal amount of the Swing Line Loans, and (iii) Letter of Credit Obligations exceed at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountTotal Commitments, as reduced pursuant to Section 2.12 or otherwise, the Borrower agrees to Company shall immediately repay immediately upon notice from the Administrative AgentSwing Line Loans, Revolving Loans, or Letter of Credit Obligations by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and thirdor, with respect to any Letters of Credit, shall deliver cash collateral for all outstanding Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by pursuant to arrangements satisfactory to the Administrative Agent, for the benefit . Each prepayment of the Lenders in an amount equal Revolving Loans shall be applied first to Base Rate Advances to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral full extent thereof before application to be applied in accordance with Section 2.09(b))LIBOR Advances. (iib) The Borrower Company shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to make a mandatory prepayment from one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance after-tax net cash proceeds received by the Borrower Company or any of its Subsidiaries from any sale or other Debt disposition by the Company or any of its Subsidiaries of any of their assets, provided, however, that such prepayment provision shall not permitted pursuant apply to this Agreementsales of assets in the ordinary course of business (such assets to include motorized vehicles, including cars and trucks) or the sale of all or parts of the Company's stand alone high pressure cylinder business, and certain other sales to be agreed upon in writing by the Company and the Required Lenders. Such prepayment shall be made within due no later than five (5) Business Days after any sale or other disposition by the date of receipt of Net Cash Proceeds Company of any such transactionof its assets as set forth above along with a detailed calculation showing all deductions from gross proceeds in order to arrive at net cash proceeds. (iiic) The Borrower Company shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds make a mandatory prepayment from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of net cash proceeds of any issuance of Stock (except for Stock issued in connection with the exercise of employee or management stock options; provided, however, that if the net cash proceeds from the exercise of employee or management stock options exceeds $500,000 in the aggregate Net Cash Proceeds from during any Disposition by Fiscal Year, the Borrower Company shall be required to make a mandatory prepayment equal to such amount that is in excess of $500,000); provided, further, the Company shall not be required to make a mandatory prepayment as a result of any equity issuance of Preferred Stock to BNP Paribas or any of its SubsidiariesAffiliate thereof. Such prepayments prepayment shall be made within five (5) no later than the Business Days after Day following the date of receipt of Net Cash Proceeds by Company of any such transaction by net cash proceeds along with a detailed calculation showing all deductions from gross proceeds in order to arrive at net cash proceeds. (d) Notwithstanding anything in this Agreement to the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuingcontrary, no prepayments reduction in the Commitments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds as a result of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsmandatory prepayment under this Section 2.11.

Mandatory Prepayments. (a) Upon (i) If at any time the outstanding principal amount occurrence of a Change in Control of the Company, (ii) a transfer of all Revolver Loans plus or substantially all of the sum assets of all the Company to any Person in a single transaction or series of related transactions, (iii) a consolidation or merger of the Company with or into another Person in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding Swingline Loans shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and LC Exposure exceeds (iii) being referred to as a "Sale Event"), or (iv) the then available Aggregate Maximum Revolver Amountoccurrence of a Registration Default which continues uncured for a period of twenty (20) days, then, in each case, the Borrower agrees to repay immediately Company shall, upon notice from the Administrative Agent, by payment to the Administrative Agent for the account request of the LendersMajority Holders, an amount equal to redeem the Convertible Debentures and Warrants. The redemption price payable upon any such excess with each such repayment applied first to redemption shall be the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit redemption price in SECTION 5 of the Lenders in an amount equal Convertible Debentures and SECTION 13 of the Warrants, respectively (referred to herein as the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)"Formula Price"). (iib) The Borrower At the option of Purchaser, upon the consummation of one or more Financings, the Company shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) use 25% of the aggregate Net Cash Proceeds therefrom (unless such Net Cash Proceeds from any Debt Issuance each such Financing is less than $250,000) to redeem the Convertible Debentures. (c) Upon the issuance of the Maximum Number of Shares, the receipt by the Borrower or any Company of its Subsidiaries or other Debt not permitted pursuant Notice of Conversion requiting the issuance of shares of Common Stock in excess of the Maximum Number of Shares, and the failure within 40 days of such issuance to this Agreementobtain shareholder approval to issue additional shares of Common Stock required to be issued in connection with such Notices of Conversion (the "Redemption Event"), the Company shall redeem, the outstanding balance of each Convertible Debenture and Warrant for the Formula Price. (d) In the event that there is an insufficient number of authorized, issuable, shares of Common Stock registered under the Registration Statement filed by the Company to allow Purchaser to fully convert the Convertible Debentures and exercise all Warrants held by Purchaser and sell such shares issued thereon, then the Company shall immediately file an amendment to the then current Registration Statement to register a sufficient number of such shares to convert said Convertible Debentures and Warrants. Such prepayment shall be made Upon the failure within five twenty (520) Business Trading Days after measured from the date of receipt filing the Registration Statement to register a sufficient number of Net Cash Proceeds such shares, the Company shall redeem the outstanding balance of any such transaction. (iii) The Borrower shall prepay each Convertible Debenture and Warrant for the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0Formula Price. In addition, 0%) failure of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution Company to the Borrower or any register a sufficient number of its Subsidiaries other than (a) the such shares to fully convert said Convertible Debentures and exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment such Warrants shall be made within five (5a Registration Default under Section 10.4(e) Business Days after from the date of receipt the Notice of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay Conversion to the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) date of the aggregate Net Cash Proceeds from any Disposition by earlier of (i) the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms redemption of the Pioneer Option Agreement) by outstanding balance of the Borrower or any Convertible Debentures and exercise of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of all such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, Warrants or (Bii) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) full conversion of the aggregate Net Cash Proceeds from any Insurance Convertible Debentures and Condemnation Event by the Borrower or any exercise of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any all such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsWarrants.

Mandatory Prepayments. Notwithstanding anything herein contained to the contrary, the Borrower shall forthwith repay to the Lenders: (ia) If Any excess of the Credit Facility (to the extent utilized at any time time) over the outstanding principal amount lesser of all Revolver Loans the Total Commitment and the Borrowing Base; and (b) Net proceeds of asset dispositions of the Borrower exceeding $2,500,000, other than sales of inventory and equipment in the ordinary course of business, within ten (10) business days of closing of such disposition, subject however to the right of the Borrower to replace the assets which have been the object of such disposition. " 11. The first paragraph of Section 7.1 of the Credit Agreement is hereby amended to read: "On each Interest Payment Date the Borrower shall pay to the Agent for the account of the Lenders interest at a rate per annum equal to the Prime Rate plus the sum 0.25%, in respect of all outstanding Swingline Loans and LC Exposure exceeds Borrowings by way of Prime Rate Loans." 12. The first paragraph of Section 7.2 of the then available Aggregate Maximum Revolver AmountCredit Agreement is hereby amended to read: "On each Interest Payment Date the Borrower shall pay to the Agent for the account of the Lenders interest at a rate per annum equal to the Base Rate plus 0.25%, in respect of all outstanding Borrowings by way of Base Rate Loans." 13. The first paragraph of Section 7.3 of the Credit Agreement is hereby amended to read: "On each LIBOR Interest Payment Date, the Borrower agrees shall pay the Agent for the account of the Lenders interest in US Dollars on Borrowings by way of LIBOR Loans at a rate per annum equal to repay immediately upon notice from LIBOR plus 1.75%, on the Administrative applicable LIBOR Interest Payment Date." 14. Section 8.1 of the Credit Agreement is hereby amended to read: "The Borrower shall pay to the Agent, by payment to the Administrative Agent for the account of the Lenders, an amount a commitment fee (the "COMMITMENT FEE") at a rate per annum for any given day applied to the unused available portion of the Credit Facility, equal to such excess with 0.25%, calculated in arrears on the basis of the actual number of days elapsed divided by 365, payable monthly in arrears on the last day of each such repayment applied first month in every year, and on the day on which (i) the Borrowings are fully repaid to the principal amount of outstanding Swingline LoansLenders by the Borrower in principal, second interest and costs, and (ii) the Lenders have no further obligation to make any Borrowing available to the principal amount Borrower. This Commitment Fee will be computed from the effective date of outstanding Revolver Loans the First Amendment to Amended and thirdRestated Credit Agreement, with respect the first of such payments to any Letters be made for the period ending on September 30, 2003. Notwithstanding the foregoing, should the average of Credit then outstanding, a payment the deposits of cash collateral into a cash collateral account opened the Borrower held by the Administrative AgentCanadian Imperial Bank of Commerce be inferior to C$15,000,000 for sixty (60) consecutive days or more then, for as long as this situation continues the benefit of Commitment Fee rate shall be as follows: (i) 0.625% per annum if this situation occurs between the Lenders in an amount equal to thirty-sixth (36th) month and the aggregate then undrawn and unexpired amount of such Letters of Credit twenty-fourth (such cash collateral to be applied in accordance with Section 2.09(b)).24th) month preceding the Maturity Date, (ii) The 0.45% per annum if this situation occurs between the twenty-fourth (24th) month and the twelfth (12th) month preceding the Maturity Date, and (iii) 0.25% if this situation occurs between the twelfth (12th) month preceding the Maturity Date and the Maturity Date." 15. Section 8.2 of the Credit Agreement is hereby amended to read: "Where the Lead Borrower notifies the Agent that a Borrowing is to be made by way of Bankers' Acceptances, the Borrower shall prepay pay the Loans Agent for the account of each Lender having accepted such Bankers' Acceptances, forthwith upon the acceptance of each such Bankers' Acceptance, Stamping Fees in Canadian Dollars in each case calculated by multiplying the manner set forth in clause (vi) below in amounts face value of each Bankers' Acceptance so accepted by a rate per annum equal to one hundred percent (100%) 1.75% and on the basis of the aggregate Net Cash Proceeds from any Debt Issuance number of days to maturity of such Bankers' Acceptance based on a three hundred and sixty five (365) day year. " 16. Section 9.1 of the Credit Agreement is hereby amended to read: "For cash management and general operating requirements of the Borrower, a C$5,000,000 (or the Equivalent Amount thereof) Overdraft and Letter of Credit facility carve-out will be established by the Canadian Imperial Bank of Commerce, upon terms and conditions, including Letter of Credit fees equal to the greater of (i) $250 and (ii) 1.75% per annum of the face value thereof, and evidenced by such documents, contracts and agreements, as may be agreed upon from time to time between the Canadian Imperial Bank of Commerce and any of the Lead Borrower or any of its Subsidiaries or other Debt not permitted pursuant to Designated Subsidiary; provided that interest rates on the Overdraft shall be the same, as the case may be, as those provided for Prime Rate Loans and Base Rate Loans under this Agreement. Such prepayment documents, contracts and agreements may consist, inter alia, of one or many Group Banking Agreements, one or many Cash Management Services Agreements, or one or many similar Centralized Cash Management Agreements (collectively, the "CCC"), being agreed that such CCC may include and encompass Persons other than the Borrower hereunder, with which the Borrower specifically agrees by its signature to these presents. Such carve-out will not reduce the availability under the Credit Facility unless it is used to support the CCC. Any utilization of this Overdraft and Letter of Credit facility carve-out shall be made within five considered a Borrowing, and shall rank pari passu with the other utilizations of this Credit Facility. " 17. Section 11.3 of the Credit Agreement is hereby amended by: (5i) Business Days deleting the word "and" at the end of paragraph (b); (ii) replacing the period at the end of paragraph (c)(ii) by a semi-colon and adding the word "and" after the date of receipt of Net Cash Proceeds of any such transaction.semi-colon; (iii) The Borrower shall prepay by adding the Loans in the manner set forth in clause following paragraph (vid) below in amounts equal to fifty percent immediately after paragraph (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.c)(ii):

Mandatory Prepayments. (i1) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountSubject to subsection (5) hereof, the Borrower agrees to repay immediately upon notice from make the Administrative Agent, by payment following mandatory prepayments ("MANDATORY PREPAYMENTS"). (2) Subject to the Administrative Agent for the account of the Lendersnext following sentence, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance Disposition of any Assets in excess of $10,000,000 by the Borrower or any of its Subsidiaries or the Guarantors (other Debt not than any Disposition of Assets permitted pursuant to this Agreement. Such prepayment clauses (i), (ii), (iii) and (iv) of Section 8.02(d)) shall be made applied within five 365 days of receipt to the PRO RATA prepayment of Accommodations Outstanding under (5i) firstly, Term Facility B; and (ii) secondly, Facility A (provided that the Facility A Commitment shall not be reduced as a result of such payment), in each case, in accordance with Section 2.09 hereof, except to the extent that the Net Proceeds from such Disposition of Assets are reinvested (other than in cash or Cash Equivalents) in the Business Days after within 360 days of the date of receipt of such Net Cash Proceeds. (3) Subject as provided in the next following sentence, an amount equal to 75% of the Net Proceeds of any such transaction. Subordinated Debt (iii) The Borrower shall other than, for greater certainty, Subordinated Debt, the Net Proceeds of which are used to repay or prepay the Loans Senior Notes or other Subordinated Debt within two Business Days of the date of receipt of such Net Proceeds) by the Borrower or the Guarantors shall be applied to the prepayment of the Accommodations Outstanding under Term Facility B, in accordance with Section 2.09 hereof. The percentage of Net Proceeds payable pursuant to this Section 2.05(3) shall be reduced to 50% for any Subordinated Debt if, as of the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if last day of the Borrower’s most recently completed Financial Quarter, the Leverage Ratio is less than 5.0:1.02.5:1, 0%and would not exceed 2.5:1 as a result of the incurrence of such new Subordinated Debt (as evidenced by a Compliance Certificate delivered to the Administrative Agent and the Lenders). (4) Subject as provided in the next following sentence, an amount equal to 75% of the Net Proceeds from the issuance of any securities (other than the Back-to-Back Securities, the Existing Back-to-Back Securities and Debt securities, but including Debt securities of the nature described in clause (viii) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any definition of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement"Debt") by the Borrower or the Guarantors (other than the issuance of equity among or of any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds capital contribution by any Person in the Borrower or by any Guarantor in another Loan Party) shall be applied to the prepayment of its Subsidiaries the Accommodations Outstanding under Term Facility B, in similar replacement assets, or (B) in connection accordance with Dispositions permitted Section 2.09 hereof. The percentage of Net Proceeds payable pursuant to this Section 9.17 2.05(4) shall be reduced to 50% for any issuance of securities if, as of the last day of the most recently completed Financial Quarter, the Leverage Ratio is less than 2.5:1 (other than Section 9.17(f)as evidenced by a Compliance Certificate delivered to the Administrative Agent and the Lenders). (v5) The Borrower shall prepay advise the Loans Administrative Agent of its intention to make any such Mandatory Prepayment by notice in writing substantially in the manner set forth form of Schedule 2, at least 10 and not more than 20 Business Days before the Mandatory Prepayment is due, and shall pay the amount of such Mandatory Prepayment to the Administrative Agent when it is due. In addition, the Borrower shall, at the same time, make a written offer (an "OFFER") to the Term Lenders, by sending such Offer, substantially in clause the form of Schedule 3, to the Administrative Agent for distribution to the Term Lenders, setting out the entitlement of each such Lender to such Mandatory Prepayment (vi) below other than any Unacceptable Payment, as defined below). Each Term Lender shall irrevocably respond to the Offer, with a copy to the Administrative Agent, at least 3 Business Days' before the Mandatory Prepayment is due. Failure on the part of any Term Lender to so respond shall be deemed an acceptance of the Offer by such Term Lender. All proceeds of each Mandatory Prepayment shall be applied rateably amongst the Term Lenders to repay and permanently reduce Term Facility B in amounts inverse order of maturity. However, the Borrower shall not be obliged to make an Offer and the Term Lenders shall not accept any Mandatory Repayment if, as a result thereof, the Term Lenders would receive, within 5 years and 10 days from the date of the first Advance under Term Facility B, an amount that, when added to the scheduled repayments contemplated by Section 2.04 and to all other Mandatory Prepayments made prior to that date, would be equal to one hundred percent (100%) or would exceed 25% of the aggregate Net Cash Proceeds from amount of the initial Advance under Term Facility B (an "UNACCEPTABLE PAYMENT"). If any Insurance and Condemnation Event Term Lender decides not to accept any such Mandatory Repayment, the amount of such Mandatory Repayment that would have been paid to such Term Lender shall be paid to the Facility A Lenders to reduce the Accommodations Outstanding, but not the Commitments, under Facility A; provided that if there are no Accommodations Outstanding under Facility A at such time, such amount may be retained by the Borrower or any of its SubsidiariesBorrower. Such prepayments shall No such Mandatory Prepayment may be made within three (3) Business Days after receipt on a date that would require a Libor Advance to be prepaid, except in accordance with the provisions of Net Cash Proceeds of any such transaction by Section 12.06(4), provided that the Borrower or any may cash collateralize such Libor Advances (and Bankers' Acceptances) in accordance with the provisions of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsSection 2.10.

Mandatory Prepayments. (a) If any Capital Stock shall be issued or sold by the Borrower (other than (i) If at any time the outstanding principal amount sale or exercise of all Revolver Loans plus stock options or the sum sale or issuance of all outstanding Swingline Loans Capital Stock in connection with the sale or exercise by present or former employees, officers or directors under an employee stock purchase plan, employee stock ownership or incentive plan or other equity based compensation plan or arrangement and LC Exposure exceeds (ii) the then available Aggregate Maximum Revolver Amountissuance or sale of Capital Stock, the Borrower agrees Net Cash Proceeds of which shall be used to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lendersfinance a Permitted Acquisition under Section 6.8 (e)), an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit 50% of the Lenders Net Cash Proceeds thereof shall be applied on the date of such issuance toward the prepayment of the Delayed-Draw Term Loans; provided, that the foregoing percentage shall be reduced to zero in the event that the Consolidated Leverage Ratio at the end of the most recently completed fiscal quarter on a pro forma basis was less than 1.0 to 1.0. (b) If any Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 6.2), an amount equal to 100% of the aggregate then undrawn and unexpired amount Net Cash Proceeds thereof shall be applied on the date of such Letters incurrence toward the prepayment of Credit (such cash collateral to be applied in accordance with Section 2.09(b))the Delayed-Draw Term Loans. (iic) The Borrower If on any date any Group Member or any Affiliated Fund shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate receive Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Excluded Net Cash Proceeds Proceeds) from any Asset Sale or a redemption of funds held by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (any Affiliated Funds other than Section 9.17(f)). (v) The Borrower shall prepay the Loans from such redemptions in an amount not to exceed $50,000,000 in the manner set forth aggregate, then, unless a Reinvestment Notice shall be delivered in clause (vi) below in amounts respect thereof, an amount equal to one hundred percent (100%) of the aggregate such Net Cash Proceeds from any Insurance and Condemnation Event by (or, in the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds case of any such transaction by the Borrower or any of its Subsidiaries; provided thatredemption, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt 50% of such Net Cash Proceeds Proceeds), shall be applied on such date toward the prepayment of the Delayed-Draw Term Loans (and, to the extent such amount exceeds the aggregate principal amount of the Delayed-Draw Term Loans, to a reduction of the Delayed-Draw Term Commitments); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Delayed-Draw Term Loans as set forth in Section 2.9 (d); and provided, further, that the foregoing percentage shall be reduced to zero when, and to the extent (after giving effect to any prepayment) that the Consolidated Leverage Ratio at the end of the most recently completed fiscal quarter on a pro forma basis (as if such prepayment had been made prior to the end of the most recently completed fiscal quarter) was less than 1.0 to 1.0. (d) Each prepayment of the Loans under this Section 2.9 shall be accompanied by accrued interest to the Borrower or any date of its Subsidiaries in similar replacement assetssuch prepayment on the amount prepaid.

Mandatory Prepayments. Borrower shall be required to make mandatory prepayments of the Term Loans upon each of the following: (i) If at the receipt by Borrower or any time of its Affiliates of any damages or other amounts from Equipment Supplier under the outstanding principal Equipment Supply Agreement (including as a result of a delayed delivery pursuant to Section 4 of the Equipment Supply Agreement and as a result of any cancellation by Equipment Supplier pursuant to Section 19 of the Equipment Supply Agreement), in an amount equal to (A) during the continuance of any Default or Event of Default, the amount of all Revolver Loans plus the sum such damages or other amounts, or (B) so long as there is not continuing any Default or Event of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountDefault, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account such portion of the Lendersamount of such damages as Hermes Agent (at the instruction of Hermes) shall designate in writing as the amount (if any) of the Term Loans no longer eligible for coverage under the Hermes Export Credit Guarantee Documents as a result of such payment of amounts by Equipment Supplier to Borrower; (ii) any failure of the Hermes Export Credit Guarantee Documents to be effective with respect to any portion of the Term Loans, in an amount equal to such excess with each such repayment applied first portion of the Term Loans; (iii) the refund to Borrower of any Hermes Guarantee Fees by Hermes in an amount equal to the principal amount Hermes Guarantee Fee Refund, which amount, notwithstanding any term set forth in this Section 3.4, shall be prepaid by Borrower in accordance with the written instructions of outstanding Swingline Loans, second Hermes or Hermes Agent (at the instruction of Hermes) accompanying such Hermes Guarantee Fee Refund; and (iv) the Net Cash Proceeds of any insurance policy to the principal amount extent such Net Cash Proceeds are in respect of outstanding Revolver Collateral (as defined in the Security Agreement); provided, Borrower shall have no obligation to prepay the Term Loans with any Hillsboro Business Interruption Insurance Proceeds. Any such prepayment (including any deemed prepayment with the Hermes Guarantee Fee Refund made in accordance with 2.6.1, but excluding any prepayment made in accordance with Section 3.4(iii) if and thirdsolely to the extent the written prepayment instructions of Hermes or Hermes Agent (at the instruction of Hermes) differ from those set forth in this paragraph) shall (A) include payment by Borrower of accrued and unpaid interest on the Term Loans being prepaid and any fees, breakage costs and other charges payable in connection with such a prepayment under the terms of this Agreement (including Section 3.7), if any, and (B) be applied to remaining amortization payments and the payments at final maturity thereof (1) in inverse order of maturity or (2) solely with respect to any Letters payments made in accordance with Section 3.4(i)-(iii) above, on a pro rata basis, at the option of Credit then outstandingHermes Agent (acting at the instruction of Hermes). Amounts prepaid as mandatory prepayments of Term Loans may not be re-borrowed. Notwithstanding the foregoing, a payment solely with respect to the Net Cash Proceeds described in Section 3.4(iv) hereof (other than the Net Cash Proceeds of cash collateral into a cash collateral account opened by the Underground Equipment, to which this sentence shall not apply, and which shall be prepaid in accordance with Section 3.4(iv) hereof), so long as Borrower establishes to Administrative Agent’s reasonable satisfaction that such Net Cash Proceeds are sufficient to fund in full the purchase of equipment or replacement equipment for, or repair of, damaged mining equipment constituting Collateral (the consummation of such purchase or repair, the “Reinvestment” and the act of undertaking a Reinvestment, to “Reinvest”), all of which equipment, replacement equipment and repaired equipment (collectively, the “Replacement Collateral”) will (x) be used for mining activities and (y) be subject to a first priority security interest in favor of Collateral Agent (and Borrower hereby agrees to notify Administrative Agent if and when it undertakes a Reinvestment, to provide to Administrative Agent all details regarding the Replacement Collateral reasonably requested by Administrative Agent (including without limitation, the location of the Replacement Collateral, serial numbers and descriptions of make, model and quantity of the Replacement Collateral), to grant to Collateral Agent for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans a first priority security interest in the manner set forth in clause (vi) below in amounts equal Replacement Collateral, and to one hundred percent (100%) of the aggregate Net Cash Proceeds from take any Debt Issuance action reasonably requested by the Collateral Agent to create or perfect such security interest), Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any may Reinvest such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to lieu of prepayment; provided that the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds Borrower intends to use for Reinvestment shall be deposited in a deposit account designated by the Borrower or any Collateral Agent (and at Collateral Agent’s request, subject to an account control agreement between Borrower, Collateral Agent and the depository bank) prior to the Reinvestment, and if not Reinvested within twelve (12) months, shall be applied to prepayment of its Subsidiaries the Term Loans in similar replacement assets, or (B) in connection accordance with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))the first sentence of this paragraph.” (vg) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) Section 6.1.12 of the aggregate Net Cash Proceeds from any Insurance Credit Agreement is hereby amended and Condemnation Event by the Borrower or any of restated in its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long entirety as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.follows:

Mandatory Prepayments. (i) If at Upon any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment adjustment to the Administrative Agent for purchase price effectively paid to Sellers that is in excess of U.S.$10,000,000 in connection with the account of the Lenders, an amount equal to such excess with each such repayment applied first PMLA Acquisition pursuant to the principal amount of outstanding Swingline LoansAcquisition Documents, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of received in cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Section 2.13 of the Share Purchase Agreement (the amount of any such payment, the “Purchase Price Adjustment Amount”), the Borrower shall, or shall cause such Subsidiary to, prepay the Loans, on the Business Day immediately succeeding the day of receipt of such Purchase Price Adjustment Amount, in an amount equal to the Purchase Price Adjustment Amount that is in excess of U.S.$10,000,000. (ii) During the continuance of an “Evento de Incumplimiento” under (and as defined in) the Soles Credit Agreement. Such , concurrently with any prepayment of the loans under the Soles Credit Agreement, the Borrower shall be made within five prepay a portion of the Loans equal to the lesser of (5x) Business Days after the product of (A) the Dollar Equivalent (as of the date of receipt such prepayment) of Net Cash Proceeds the aggregate principal amount of any the loans under the Soles Credit Agreement actually prepaid and (B) a fraction, the numerator of which is the aggregate amount of principal outstanding under the Loans on such transactionday of prepayment, and the denominator of which is the Dollar Equivalent (as of the date of such prepayment) of the aggregate amount of principal outstanding under the Soles Credit Agreement on such day of prepayment (prior to giving effect to such prepayment of the loans), and (y) the then aggregate principal amount outstanding of the Loans. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date In case of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries of any Net Cash Proceeds resulting from a Disposition permitted pursuant to Section 7.05(j), on the first Interest Payment Date after receipt thereof, the Borrower shall prepay the Loans in an amount equal to the lesser of (x) the aggregate amount of such Net Cash Proceeds (or the Dollar Equivalent thereof) and (y) the product of (1) the then aggregate principal amount outstanding of the Loans, and (2) a fraction, the numerator of which is reinvested within three hundred sixty the aggregate amount of principal outstanding under the Loans on the day of receipt of such Net Cash Proceeds, and the denominator of which is the sum of the aggregate amount of principal outstanding under the Loans on the day of receipt of such Net Cash Proceeds and the Dollar Equivalent (360) days after as of the day of receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries) of the aggregate amount of principal outstanding under the Soles Credit Agreement on the day of receipt of such Net Cash Proceeds; provided, however, that (A) for so long as no Default shall have occurred and be continuing, the Borrower or such Subsidiary shall have the option, directly or through one or more Subsidiaries, by notifying the Administrative Agent of its intent prior to such Interest Payment Date, to invest such Net Cash Proceeds within six months from the receipt thereof (which period may be extended for up to 180 days thereafter if the Borrower or any of its Subsidiaries has entered into binding commitments with respect thereto with an unaffiliated third party within such six month period) in similar replacement assetsassets of the general type used by the Loan Parties in the Line of Business; provided, further that such investment shall only be permitted to be made to the extent such investment is made pursuant to a transaction, or series of transactions, for fair market value; and (B) any portion of such Net Cash Proceeds not invested by the Borrower or such Subsidiary as provided herein, shall be applied to prepay the Loans as contemplated by this clause (iii) no later than the first Interest Payment Date following the expiration of the six months (or, if applicable, twelve month) period mentioned above. (iv) In case the PMLA Acquisition is not consummated in connection accordance with Dispositions permitted pursuant the Acquisition Documents on or prior to Section 9.17 (other than Section 9.17(f))the date which is two Business Days following the Closing Date, the Borrower shall mandatorily prepay the outstanding principal amount of the Loans. (v) The Borrower shall prepay notify the Loans in Administrative Agent by electronic mail (with confirmation of transmission) or hand delivery of any prepayment hereunder not later than 11:00 a.m. (New York City time) at least (x) three Business Days before the manner set forth in clause date of any prepayment pursuant to Section 2.03(b)(i) through (viiii) below in amounts equal and (y) one Business Day before the date of any prepayment pursuant to one hundred percent (100%) Section 2.03(b)(iv). Each such notice shall specify the prepayment date, the principal amount of each Loan to be prepaid and the amount of accrued interest thereon to the date of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiariesprepayment. Such prepayments shall be made within three (3) Business Days after Promptly following receipt of Net Cash Proceeds of any such transaction by notice, the Borrower or any Administrative Agent shall advise the Lenders of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetscontents thereof.

Mandatory Prepayments. (ia) If at any time the outstanding principal amount Dollar Amount of all Revolver Loans plus the sum --------------------- Revolving Credit Obligations is greater than 105% of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountCommitment, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower Borrowers shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after receiving notice thereof from the date Agent make a mandatory prepayment (i) of receipt the Obligations in an amount equal to such excess and (ii) of Net Cash Proceeds the Korean Won Loans and/or L/C Obligations denominated in Korean Won in an aggregate amount such that after giving effect thereto the Dollar Amount of any such transactionthe sum of the Korean Won Loans and L/C Obligations denominated in Korean Won is less than or equal to the Maximum Korean Won Commitment. (iiib) The If at any time (x) the "Revolving Credit Obligations" owed by any Borrower shall prepay the Loans or Subsidiary Obligor under and as defined in the manner Long Term Credit Agreement shall be less than the amounts set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) either of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms second proviso of the Pioneer Option Agreement) by first sentence of Section 2.1 of the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, Long Term Credit Agreement or (B) the first proviso of the first sentence of Section 2.16 of the Long Term Credit Agreement, and (y) the Revolving Credit Obligations of such Borrower or Subsidiary Obligor hereunder shall be greater than zero, the applicable Borrower or Subsidiary Obligor shall not later than the last day of the then current Interest Period with respect thereto make a mandatory prepayment of the Obligations owed by it in connection with Dispositions permitted pursuant an amount equal to the excess of the amounts set forth in either of (A) the second proviso of the first sentence of Section 9.17 2.1 of the Long Term Credit Agreement or (other than B) the first proviso of the first sentence of Section 9.17(f))2.16 of the Long Term Credit Agreement, as applicable, over the "Revolving Credit Obligations" of such Borrower or Subsidiary Obligor under and as defined in the Long Term Credit Agreement. (vc) The Borrower shall prepay If at any time (x) the Loans "Maximum Korean Won Commitment" under and as defined in the manner set forth Long Term Credit Agreement is greater than the Dollar Amount of "Revolving Credit Obligations" denominated in clause Korean Won under and as defined in the Long Term Credit Agreement, and (viy) below the Revolving Credit Obligations denominated in amounts Korean Won hereunder shall be greater than zero, Purina Korea, Inc. shall not later than the then current Interest Period with respect thereto make a mandatory prepayment of the Obligations hereunder denominated in Korean Won in an amount equal to one hundred percent (100%) the excess of the aggregate Net Cash Proceeds from any Insurance "Maximum Korea Won Commitment" under and Condemnation Event by defined in the Borrower or any Long Term Credit Agreement over the Dollar Amount of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by "Revolving Credit Obligations" denominated in Korean Won under and as defined in the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsLong Term Credit Agreement.

Mandatory Prepayments. (iA) If at any time Borrowers shall immediately prepay the outstanding principal amount of all the Term Loan in the event that the Revolver Loans plus Commitment is terminated for any reason. (B) Subject to Section 5.8, upon the sum receipt by any Loan Party or any of all its Subsidiaries of any Extraordinary Receipts in an aggregate amount in excess of $500,000 (other than proceeds of insurance with respect to which the proviso to Section 5.8(b) would otherwise be applicable) in any fiscal year of Parent and its Subsidiaries, Borrowers shall prepay the outstanding Swingline Loans and LC Exposure exceeds principal of the then available Aggregate Maximum Revolver AmountTerm Loan, the Borrower agrees to repay immediately upon notice from ▇.▇. ▇▇▇▇▇ Term Loan and the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Advances in accordance with Section 2.4(d) in an amount equal to 100% of the Net Cash Proceeds received by such excess with each such repayment applied first to Person in connection therewith. (C) Upon the sale or issuance by any Loan Party or any of its Subsidiaries of any shares of Stock, or the issuance or incurrence by any Loan Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), Borrowers shall prepay the outstanding principal amount of the Term Loan, the ▇.▇. ▇▇▇▇▇ Term Loan and the Advances in accordance with Section 2.4(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subsection (C) shall not be deemed to be implied consent to any issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (D) If the Leverage Ratio as of the most recent fiscal year of Parent then ended (determined based upon the audited annual financial statements and annual Compliance Certificate delivered to Agent pursuant to Section 5.3) was greater than or equal to 2.00:1.00, then within 5 days of delivery to Agent and Lenders of such audited annual financial statements pursuant to Section 5.3, commencing with the delivery to Agent and Lenders of the audited annual financial statements for the fiscal year ended December 31, 2005 or, if such audited annual financial statements are not delivered to Agent and Lenders on the date such audited annual financial statements are required to be delivered pursuant to Section 5.3, 5 days after the date such audited annual financial statements are required to be delivered to Agent and Lenders pursuant to Section 5.3, Borrowers shall prepay the outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans the Term Loan, the ▇.▇. ▇▇▇▇▇ Term Loan and third, the Advances in accordance with respect Section 2.4(d) in an amount equal to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit 50% of the Lenders Excess Cash Flow of Parent, Borrowers and their respective Subsidiaries for such fiscal year. (E) If, on any date, the sum of (1) the Revolver Usage, plus (2) the outstanding principal amount of the Term Loan, plus (3) the outstanding principal amount of the ▇.▇. ▇▇▇▇▇ Term Loan exceeds the Facility Limiter Amount, Borrowers shall immediately prepay the outstanding principal amount of the Term Loan, the ▇.▇. ▇▇▇▇▇ Term Loan and the Advances in accordance with Section 2.4(d) in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b))excess. (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum Extensions of all outstanding Swingline Loans and LC Exposure exceeds Credit exceed the then available Aggregate Maximum Revolver AmountCommitments, the Borrower agrees to repay shall immediately upon notice from the Administrative Agent, by make a principal payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit ratable accounts of the Lenders in an amount equal necessary together with (i) accrued interest to the aggregate then undrawn and unexpired amount date of such Letters prepayment on the principal amount repaid or prepaid and (ii) in the case of prepayments of LIBOR Rate Loans, any amount payable to the Lenders pursuant to Section 9.07(b), so that the Extensions of Credit (such cash collateral to 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 accordance with Section 2.09(b))full, second to Base Rate Loans until paid in full, third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full and fourth to Competitive Bid Loans, pro rata among all Lenders holding same. (ii) The On each date on which the Commitment is decreased pursuant to Section 2.06, the Borrower shall pay or prepay to the Loans in Administrative Agent for the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) ratable accounts of the aggregate Net Cash Proceeds from any Debt Issuance by Lenders such principal amount of the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment outstanding Loans as shall be made within five necessary, together with (5i) Business Days after accrued interest to the date of receipt such prepayment on the principal amount repaid or prepaid and (ii) in the case of Net Cash Proceeds prepayments of LIBOR Rate Loans, any such transactionamount payable to the Lenders pursuant to Section 9.07(b), 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, third to LIBOR Rate Loans in direct order of Interest Period maturities until paid in full and fourth to Competitive Bid Loans, pro rata among all Lenders holding same. (iii) The On each date on which the Swingline Commitment is reduced pursuant to Section 2.06(b), the Borrower shall pay or prepay to the Loans in Administrative Agent for the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) ratable accounts of the aggregate Net Cash Proceeds from any Equity Offering by Lenders or capital contribution prepay such principal amount outstanding of Swingline Loans, together with accrued interest to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt 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 Net Cash Proceeds Swingline Loans does not exceed the amount of any such transactionthe Swingline Commitment as then reduced. (iv) The On the Maturity Date, the Borrower shall prepay pay to the Administrative Agent for the ratable accounts of the Lenders, the principal amount of all Loans then outstanding, together with (i) accrued interest to the date of such payment on the principal amount repaid and (ii) in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) case of the aggregate Net Cash Proceeds from prepayments of LIBOR Rate Loans, any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant amount payable to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted Lenders pursuant to Section 9.17 (other than Section 9.17(f)9.07(b). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If at Immediately upon any time sale or disposition by Parent or any of its Subsidiaries of property or assets (other than the dispositions described in clauses (a)—(f) of Permitted Dispositions and dispositions in an aggregate amount not to exceed $250,000 per annum) the Borrowers shall prepay the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account balance of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Term Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) % of the aggregate Net Cash Proceeds from any Debt Issuance received by such Person in connection with the Borrower sales or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0dispositions; provided, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided thathowever, so long as no Default or Event of Default has shall have occurred and is continuingbe continuing or would result therefrom, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 until the 364th day following the sale or disposition of aggregate all of the Stock of GNL or all of the assets of GNL, Borrowers may invest the Net Cash Proceeds received by such Person from such sale in Capital Expenditures for GNLV as agreed to by Agent in writing and in its Permitted Discretion, and to the extent the Net Cash Proceeds have not been reinvested within such 364 day period, on the 365th day, Borrowers shall pay the Net Cash Proceeds to Agent to be applied to the outstanding principal balance of the term Loans. Nothing contained in this subclause (ii) shall permit Parent and any fiscal year from Dispositions (of its Subsidiaries to sell or otherwise dispose of any property or assets other than any Disposition pursuant to in accordance with Section 7.4. (ii) Upon the terms of the Pioneer Option Agreement) issuance or incurrence by the Borrower Parent or any of its Subsidiaries which is reinvested within three hundred sixty of any Indebtedness (360other than the Indebtedness referred to in clause (f) days after receipt of such Net Cash Proceeds Section 7.1) or the sale or issuance by the Borrower Parent or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 of any shares of Stock (other than Section 9.17(f))the issuance of Stock by Parent to PB Gaming in exchange for additional equity contributions so long as the Stock of PB Gaming is held by the Permitted Holders) the Borrowers shall prepay the Term Loans in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subclause (iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (viii) The Borrower Each prepayment pursuant to subclauses (i) and (ii) above shall prepay be applied be applied, first, to the outstanding principal amount of the Term Loan A, until paid in full, and second, to the outstanding principal amount of the Term Loan B, until paid in full. Each such prepayment of the Term Loans shall be applied against the remaining installments of principal of the applicable Term Loan in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) inverse order of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsmaturity.

Mandatory Prepayments. (i) If at any time No later than the outstanding principal amount twenty-fifth (25th) Business Day following the last day of all Revolver Loans plus each calendar month, beginning with the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amountcalendar month ending June 30, 2016, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to shall provide the Administrative Agent with reasonably detailed calculations of Excess Distributable Cash for such calendar month then ended and Borrower shall prepay outstanding Loans or Second Lien Loans (as elected by the account Borrower in its sole discretion) in an aggregate principal amount equal to 100.0% of Excess Distributable Cash for such calendar month then ended. (ii) If (x) the LendersParent or any Restricted Subsidiary Disposes of any property or assets to any Person other than a Loan Party (other than any Disposition of any property or assets permitted by Section 9.11(a)), (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by the Parent or such Restricted Subsidiary of Net Cash Proceeds in an amount in excess of $10,000,000, an amount equal to such excess 100% of the Net Cash Proceeds realized or received shall be applied as a mandatory repayment of the Loans in accordance with each such repayment applied first to the principal amount requirements of outstanding Swingline Loans, second to Sections 3.04(c)(v) and (vi) or the principal amount of outstanding Revolver Second Lien Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened (as elected by the Administrative AgentBorrower in its sole discretion); (iii) If the Parent or any Restricted Subsidiary issues or incurs any Debt (other than Debt permitted to be incurred pursuant to Section 9.02 as in effect on the Third Amendment Effective Date), for the benefit of the Lenders in an amount equal to 100% of the aggregate then undrawn and unexpired amount Net Cash Proceeds of such Letters the respective incurrence or issuance of Credit (such cash collateral to Debt shall be applied on such date as a mandatory repayment of the Loans in accordance with Section 2.09(b)the requirements of Sections 3.04(c)(v) and (vi) or the Second Lien Loans (as elected by the Borrower in its sole discretion). (iiiv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) If any Restricted Subsidiary of the aggregate Parent receives Net Cash Proceeds from any Debt Issuance by the Borrower capital contributions or any Net Cash Proceeds from any sale or issuance of its Subsidiaries or Equity Interests (other Debt not permitted pursuant than Net Cash Proceeds of any Excluded Issuance), then, an amount equal to this Agreement. Such prepayment shall be made within five (5) Business Days after 100% of the date of receipt of Net Cash Proceeds of any such transaction. issuance, sale or advancement will be applied on such date as a mandatory repayment in accordance with the requirements of Section 3.04(c)(v) and 3.04(c)(vi) or the Second Lien Loans (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition elected by the Borrower or any of in its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)sole discretion). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If at Upon the occurrence of any time Prepayment Event on or after the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountClosing Date, the Borrower agrees to repay immediately upon notice from shall prepay the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of such excess Prepayment Event; provided that in the case of proceeds received by an Excluded Subsidiary of Holdings, subject to Section 6.11, the foregoing prepayment requirement shall be suspended until such time as such proceeds are distributed to Holdings, the Company or any Subsidiary of Holdings that is not an Excluded Subsidiary (and, in the case of joint ventures with each such repayment applied first unaffiliated third parties, to the principal amount extent of outstanding Swingline LoansHoldings’ direct or indirect Equity Interest therein). In addition, second in the event that one or more of the regulatory approvals described in Section 5.2(m) requires any Disposition as a condition to such approval, no later than 2 Business Days following the Closing Date, the Loans shall be prepaid plus accrued interest to the principal amount date of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders prepayment in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds resulting from any required Disposition with respect to the Company and its Subsidiaries prior to the Closing Date, which are held by Holdings, the Borrower or another Wholly-Owned Subsidiary of any such transaction. Holdings that is not an Excluded Subsidiary (iiiincluding the Company and its Subsidiaries) on the Closing Date. The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such effect such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower Proceeds. Each payment or any prepayment of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted Loans pursuant to this Section 9.17 (other than Section 9.17(f)). (v) The Borrower 2.9 shall prepay be applied ratably to the respective Loans of all of the Lenders. Each payment of principal of the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt together with interest accrued on the amount repaid to the date of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetspayment.

Mandatory Prepayments. (a) Any provision herein to the contrary notwithstanding, the Company and each Multicurrency Borrower agree that if the Administrative Agent at any time in its discretion, using current adjusted Dollar Equivalents, determines that the unpaid aggregate principal balance of (i) If the Tranche A Loans exceeds an amount equal to 105% of the Tranche A Commitment at any that time or (ii) the outstanding principal Tranche B Loans exceeds an amount equal to 105% of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds Tranche B Commitment at that time, then the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately Company shall upon notice from and demand by the Administrative AgentAgent pay over the entire excess of the current outstandings in such Tranche over the applicable Tranche Commitment (the "overage"), by payment in either Dollars or any other Alternative Currency, as the Administrative Agent may direct, to the Administrative Agent for the account of the LendersBanks. At the option of the Company, an amount equal to such excess with each such repayment applied first all amounts paid to the principal amount of outstanding Swingline Loans, second Administrative Agent pursuant to this Section 6.11 shall be either (i) applied immediately to the repayment of the unpaid principal amount balance of outstanding Revolver such Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened as the Company may direct or (ii) held by the Administrative AgentAgent in a separate collateral account (the funds in which to be invested by the Administrative Agent in its discretion following consultation with the Company, in cash, cash equivalents or short-term debt investments rated P-1 by Moody's and A-1 or better by S&P) (such account, and ▇▇▇ ▇▇edit balances, properties and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing, being collectively called the "Collateral Account") as security for, and for application by the Administrative Agent to the payment of the unpaid balance of, first, any outstanding Base Rate Loans, and second, any outstanding Eurocurrency Rate Loans (for application and payment on the last day of each Interest Period thereafter) until such overage has been paid in full; any remaining balance in the Collateral Account after such overage has been paid to be promptly returned to the Company. For the purposes of determining the overage pursuant to this Section 6.11 only, the outstanding principal balance of the Loans shall be reduced by the portion of the funds on deposit in the Collateral Account, if any, previously allocated by the Company to the payment of such Loans. The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Lenders in an amount equal to Agents and the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b))Banks. (iib) The Borrower shall prepay As security for the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) payment when due of all of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) Obligations of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution Company and the Multicurrency Borrowers hereunder, the Company and each Multicurrency Borrower hereby pledges and assigns to the Borrower or any of its Subsidiaries other than (a) Administrative Agent for the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) benefit of the aggregate Net Cash Proceeds from any Disposition by Agents and the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred Banks and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant grants to the terms Administrative Agent for the benefit of the Pioneer Option Agreement) by Agents and the Borrower or any Banks a general lien on and continuing security interest in and right of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt set-off against, all of such Net Cash Proceeds by their respective right, title and interest in and to the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))Collateral Account. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (a) The Company shall prepay the Loans until Paid in Full: (i) If at concurrently with the receipt by any time Loan Party of any Net Cash Proceeds from any Asset Disposition in excess of $200,000 in the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amountaggregate in any single Fiscal Year, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount 100% of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)).Net Cash Proceeds; (ii) The Borrower shall prepay concurrently with the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) receipt by any Loan Party of the aggregate any Net Cash Proceeds from any Debt Issuance by issuance of Capital Stock of any Loan Party (excluding (A) any issuance of Permitted Capital Stock of the Borrower or any of its Subsidiaries or other Debt not permitted Company pursuant to this Agreement. Such prepayment shall be made within five any employee or director option program, benefit plan, or compensation program, up to an aggregate amount of $200,000 in any Fiscal Year, (5B) Business Days after any issuance of Permitted Capital Stock of the date of receipt of Company, the Net Cash Proceeds of which are used by the Company to make Financed Capital Expenditures, and (C) the issuance of any Capital Stock pursuant to Section 11.5(d)) in an amount equal to 100% of all such transaction.Net Cash Proceeds received by the Loan Parties after the Closing Date; (iii) The Borrower shall prepay concurrently with the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) receipt by any Loan Party of the aggregate any Net Cash Proceeds from any Equity Offering issuance of any Debt of any Loan Party (excluding Debt permitted by or capital contribution Section 11.1), in an amount equal to the Borrower or any 100% of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of all such Net Cash Proceeds of any such transaction.Proceeds; (iv) The Borrower shall prepay concurrently with the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from receipt by any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds Loan Party of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Proceeds as a result of an Event of Loss, if the aggregate amount of such Net Cash Proceeds received by the Borrower or any Loan Parties in connection with such Event of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after Loss and all other Events of Loss occurring during the current Fiscal Year exceeds $200,000.00, in an amount equal to 100% of such excess; provided, that, if no Event of Default exists at the time of receipt of any such Net Cash Proceeds, subject to the prior written approval of the Administrative Agent in its reasonable discretion, such prepayment shall not be required to the extent the Company reinvests the Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder Loss in connection with up to $50,000,000 productive assets useful in the business of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower Company or any of its Subsidiaries which is reinvested within three hundred sixty (360) 90 days after receipt the date of such Event of Loss or enters into a binding commitment therefor within said 90 day period and promptly thereafter makes such reinvestment. (b) Until Term Loan C shall have been Paid in Full, notwithstanding Section 6.2(a)(ii) above, the Company shall prepay Term Loan C in an amount not less than $3,500,000.00 plus any applicable MOIC concurrently with the receipt by any Loan Party of any Net Cash Proceeds by from each issuance of Capital Stock of any Loan Party. (c) Concurrently with the Borrower or any twelve (12) month anniversary of its Subsidiaries the Second Amendment Closing Date, the Company shall have repaid not less than $7,000,000.00 in similar replacement assetsthe aggregate with respect to Term Loan C. The Company will give the Administrative Agent at least five (5) Business Days’ prior written notice of each mandatory prepayment.

Mandatory Prepayments. (ia) If at any time In the outstanding event and on each date the Dollar Equivalent of the aggregate principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure Revolving Credit Outstandings exceeds the then available Aggregate Maximum Revolver Amountaggregate Revolving Loan Cap (other than as a result of a Protective Advance permitted pursuant to Section 2.1(a)(ii)), the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, Borrowers shall on each such date prepay an amount equal to such excess with each such repayment which shall be applied first as follows: first, to prepay the Swing Loans until paid in full, second, to prepay the Revolving Loans until paid in full (without a reduction in the Revolving Credit Commitments), third, to the principal amount extent of outstanding Swingline Loansany remaining excess, second to Cash Collateralize the principal amount of outstanding Revolver Loans and third, with respect to any Letters Letter of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans Obligations in the manner set forth in clause (vi) below Section 10.5 in amounts an amount equal to one hundred percent (100%) 103% of such excess and fourth, to the aggregate Net extent after giving effect to any such prepayments and provision of Cash Proceeds from Collateral, the FILO Outstandings exceed the FILO Borrowing Base, to prepay FILO Outstandings in an amount equal to such excess; provided that, in the event any Debt Issuance such prepayment requirement arises as a result of fluctuations in currency exchange rates, such prepayment shall be made by the Borrower Borrowers within one (1) Business Day after the Administrative Agent notifies the Borrowers thereof. (b) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in the occurrence of a Cash Dominion Period, any Loan Party or any of its Restricted Subsidiaries or other Debt not permitted receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business, the Borrowers - 129 - (c) Subject to Section 3.6, all such payments in respect of the Loans pursuant to this Agreement. Such prepayment Section 2.9 shall be made within five (5without premium or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.9 shall be paid, or may be charged by the Administrative Agent to any loan account(s) Business Days after of the Borrowers, at the Administrative Agent’s option, on the date of receipt of Net Cash Proceeds of any such transaction.payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by the Borrowers to the bank account designated by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m. (iiid) The Borrower shall All amounts received pursuant to Section 2.9(b) and, at all times after the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Administrative Agent to the Borrowers (subject to the provisions of Section 10.3), on each Business Day, at or before 3:00 p.m., all Same Day Funds credited to any Concentration Account shall, in each case, be applied by the Administrative Agent in the following order: first, to prepay the Swing Loans until paid in full, second, to prepay the Revolving Loans until paid in full (without a reduction in the Revolving Credit Commitments), third, to Cash Collateralize the Letter of Credit Obligations in the manner set forth in clause (vi) below Section 10.5 in amounts an amount equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0103% and fourth, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionprepay FILO Outstandings. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If The Borrower shall immediately prepay the Loans made to it to the extent the aggregate principal amount of such Loans outstanding at any time exceeds the total amount of the Commitments to the Borrower as reduced pursuant to subsection 2.4. (b) Unless the Borrower indicates otherwise, the mandatory prepayments pursuant to this subsection 2.7 shall first be used to prepay the then outstanding ABR Loans made to the Borrower and second to prepay the then outstanding Eurodollar Loans made to the Borrower in the order in which such Eurodollar Loans become due. In the event the amount of any prepayment of Loans required to be made under this subsection 2.7(b) shall exceed the aggregate principal amount of all Revolver such Loans plus which are ABR Loans (the sum amount of all outstanding Swingline Loans and LC Exposure exceeds any such excess being called the then available Aggregate Maximum Revolver "Excess Amount"), the Borrower agrees shall have the right, in lieu of making such prepayment in full, to repay immediately upon notice from prepay all such outstanding ABR Loans when due and to deposit on the Administrative Agent, by payment to the Administrative Agent for the account date of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in required prepayment an amount equal to the aggregate then undrawn Excess Amount with the Agent in a cash collateral account maintained by and unexpired amount in the sole dominion and control of such Letters the Agent. Any amounts so deposited shall be held by the Agent as collateral security for the Obligations and applied to the prepayment of Credit the applicable Eurodollar Loans at the end of the current Interest Periods applicable thereto. On any Business Day on which (A) 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 subsection 2.7(b) and (B) the Borrower shall have delivered to the Agent a written request or a telephonic request (which shall be applied promptly confirmed in accordance writing) that such remaining collected amounts be invested in the Cash Equivalents specified in such request, the Agent shall invest such remaining collected amounts in such Cash Equivalents on an overnight basis; PROVIDED, HOWEVER, that the 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. Any such deposited amounts so invested (together with Section 2.09(b))any interest thereon) shall be deposited in such cash collateral account not later than 11:30 a. m. on the next succeeding Business Day. (iic) The Borrower provisions of subsection 2.17 shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal apply to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted all mandatory prepayments pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionsubsection 2.7. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at any time Without limiting the outstanding principal amount provisions of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountArticle IX, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess shall prepay Loans in connection with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with Asset Sales as follows: (1) With respect to any Letters of Asset Sales permitted by Section 8.4(a), the Borrower shall immediately prepay the Revolving Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Loans in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) % of the aggregate Net Cash Proceeds from any Debt Issuance received by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreementfrom such sale. Such prepayment shall not result in a reduction of the Revolving Credit Commitment and the amount prepaid may, subject to the terms and conditions of this Agreement, be made within five reborrowed. (52) Business Days after With respect to Asset Sales permitted by Section 8.4(c)(other than the date sale referred to in Item 4 of receipt Schedule 8.4 (Menards)), the Borrower shall immediately prepay the Revolving Credit Loans in an amount equal to 50% of the Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) received by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt from such sale. The Revolving Credit Commitment shall be permanently reduced by an amount equal to 50% of such Net Cash Proceeds. In addition to such prepayment, the Borrower shall within 30 days of the consummation of such Asset Sale prepay the Revolving Credit Loans in an amount equal to 50% of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries in similar replacement assetsfrom such sale. In addition to the reduction stated above, or the Revolving Credit Commitment shall be permanently reduced on such date by an amount equal to 50% of such Net Cash Proceeds. (B3) in connection with Dispositions With respect to Asset Sales permitted pursuant to by Section 9.17 8.4(b) comprised of Purchased Assets (other than Section 9.17(f))Pledged Mill Creek Securities) to CFN or its Affiliates, the Borrower shall immediately prepay the Revolving Credit Loans in an amount equal to the lesser of $30,000,000 and the aggregate principal amount of Revolving Credit Loans. Such prepayment shall result in a permanent reduction of the Revolving Credit Commitment by $30,000,000. (v4) With respect to Asset Sales permitted by Section 8.4(b) comprised of the Pledged Mill Creek Securities to CFN or its Affiliates, the Borrower shall immediately prepay the Revolving Credit Loans to the extent the aggregate principal amount of Revolving Credit Loans exceeds the lesser of (x) $30,000,000 and (y) if payments or prepayments of Revolving Credit Loans have been made out of Purchased Assets (other than the Mill Creek Securities), the difference between $30,000,000 less the amount of such payments or prepayments). Such prepayment shall result in a permanent reduction of the Revolving Credit Commitment by the amount of the prepayment. The Borrower shall immediately prepay the Term Loans in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent any remaining Net Cash Proceeds. (100%5) With respect to Asset Sales comprised of the aggregate Pledged Mill Creek Securities to Persons other than CFN and its Affiliates, the Borrower shall immediately prepay the Revolving Credit Loans in an amount equal to the Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events received by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty from such sale. The Revolving Credit Commitment shall be permanently reduced by the amount of the Net Cash Proceeds. The Borrower shall immediately prepay the Term Loans in an amount equal to any remaining Net Cash Proceeds. (3606) days after receipt With respect to Asset Sales to Persons other than CFN and its Affiliates comprised of such the Purchased Assets (other than the Pledged Mill Creek Securities), the Borrower shall immediately prepay the Revolving Credit Loans in an amount equal to the Net Cash Proceeds received by the Borrower from such sale. The Revolving Credit Commitment shall terminate upon consummation of such sale. The Borrower shall immediately prepay the Term Loans in any amount equal to any remaining Net Cash Proceeds. (b) The Borrower shall prepay the Revolving Credit Loans on each Business Day in an amount equal to the Excess Cash as of the prior Business Day. No Lender has an obligation to monitor the amount of Excess Cash. In the event there is a Borrowing of Revolving Credit Loans occurring on the date of such prepayment in excess of the amount of the prepayment, for the convenience of the parties, so long as the conditions set forth in Section 3.2 have been satisfied, the Borrowing on such date and the required prepayment may be netted and accordingly the proceeds of the Revolving Credit Loans shall be made or deemed made available to the Borrower by the Borrower retaining the amounts that would otherwise have been paid to the Revolving Credit Loan Lenders as such prepayment and by the Revolving Credit Loan Lenders making available to the Borrower as otherwise provided in this Article II the excess of the amount of the Borrowing over the amount of the prepayment. (c) All repayments of Loans required to be made pursuant to Section 2.8(a) shall, except as otherwise provided therein, result in a permanent reduction of the Revolving Credit Commitments to the extent and in the manner provided in Section 2.4(b) or as provided in Section 2.8(a). All prepayments made by the Borrower of Revolving Credit Loans shall be applied to Revolving Credit Loans made to the Borrower and, second, to Revolving Credit Loans made to CFCC. (d) If at any time, the aggregate principal amount of its Subsidiaries Revolving Credit Outstandings exceeds the Maximum Revolving Credit at such time, the Borrower shall forthwith prepay the Loans then outstanding in similar replacement assetsan amount equal to such excess.

Mandatory Prepayments. (i) If at If, on any time day, the outstanding principal amount aggregate Credit Exposure of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure Lenders exceeds the Maximum Loan Amount as of such day for any reason, then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to shall (A) pay such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Lenders, in an amount equal to immediately available funds and/or (B) provide cover for LC Exposure as specified in Section 2.06(j) in such amounts so that the aggregate then undrawn and unexpired amount Credit Exposure of such Letters of Credit (such cash collateral to be applied all Lenders does not exceed the Maximum Loan Amount, in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made either case, within five (5) Business Days after notice from the date Administrative Agent to prepay the Loans and/or cash collateralize the LC Exposure in an aggregate amount equal to such excess; provided, however, if the aggregate Credit Exposure of receipt all Lenders exceeds the Maximum Loan Amount because of Net Cash Proceeds a disqualification of any a Borrowing Base Property pursuant to Section 2.05(d), then the Borrower shall have the thirty (30) days set forth in Section 2.05(d) to make such transactionpayment. (iiiii) The If a Borrowing Base Availability Termination Event occurs, the Borrower shall prepay the Loans in immediate available funds and/or provide cover for LC Exposure as specified in Section 2.06(j), in either case for the manner set forth benefit of the Lenders, on the first day of each Fiscal Quarter occurring thereafter in clause (vi) below in equal quarterly amounts equal to fifty percent the amount computed by dividing (50%A) the aggregate amount of the Credit Exposure of all of the Lenders at the time of the occurrence of the Borrowing Base Availability Termination Event by (or if B) 12. (iii) On the Borrower’s Leverage Ratio first Business Day of each calendar month prior to the Maturity Date, the Administrative Agent shall promptly determine the aggregate outstanding principal amount of all Loans and Letters of Credit (for which purpose the outstanding principal amount of any Loan that is less than 5.0:1.0, 0%denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent (determined as of such Business Day prior to 10:00 a.m. Chicago time) of the amount in the Foreign Currency of such Loan). Upon making such determination, the Administrative Agent shall promptly notify the Lenders and the Borrower thereof. If, on the date of such determination (A) the aggregate Net Cash Proceeds from any Equity Offering by outstanding principal amount of all Loans and LC Exposure with respect to all Letters of Credit exceeds the Maximum Loan Amount as of such date or capital contribution (B) the aggregate LC Exposure of the Issuing Bank (determined for purposes of this clause (B) without giving effect to the participations therein of the Lenders pursuant to Section 2.06(d)) exceeds an amount equal to 25% of the aggregate amount of the Lenders’ Commitments outstanding on such date, the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made shall, within five (5) Business Days after notice from the date of receipt of Net Cash Proceeds of any such transaction. Administrative Agent, (iv1) The Borrower shall prepay the Loans in the manner case of the situation set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsabove, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in an amount so that after giving effect thereto the manner aggregate outstanding principal amount of the Loans and LC Exposure with respect to all Letters of Credit does not exceed the Maximum Loan Amount or (2) in the case of the situation set forth in clause (viB) below above, provide cover for LC Exposure as specified in Section 2.06(j) in such amounts equal so that the aggregate LC Exposure of the Issuing Bank (determined for purposes of this clause (2) without giving effect to one hundred percent (100%the participations therein of the Lenders pursuant to Section 2.06(d)) does not exceed 25% of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by amount of the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long Lenders’ Commitments as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsdate.

Mandatory Prepayments. (ia) If at any time the The outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay Revolving Credit Loan shall be immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders payable in Cash in an amount equal to any amount by which the aggregate then undrawn and unexpired amount Facility Usage at any time exceeds the lesser of such Letters of Credit (such cash collateral to i) the Commitment or (ii) the Borrowing Base. Any payment made hereunder shall be applied to the Advances in accordance with Section 2.09(b))the order in which such Advances are made. (iib) The Borrower Term Loans shall prepay the Loans in the manner set forth in clause (vi) below be prepaid in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from of any Debt Issuance disposition of Property by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this AgreementSection 6.1(a)(iii) or consented to by the Majority Lenders in writing and of any insurance proceeds or payments of compensation in respect of any loss, damage or Condemnation to or of any Property of Borrower and its Subsidiaries which the Agent retains as provided in Section 6 of each of the Security Agreements or in Section 7 or 8 of the Mortgage, as applicable. Such prepayment Borrower shall be made within five (5) Business Days after promptly notify the date Agent of such proposed disposition or of any receipt of Net Cash Proceeds of insurance or of any such transaction. Condemnation (iii) The Borrower shall prepay including the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) amount of the aggregate estimated Net Cash Proceeds from any Equity Offering to be received by or capital contribution to Borrower in respect thereof) and promptly upon receipt of such Net Proceeds shall make the Borrower or any of its Subsidiaries other than (a) prepayment required hereby. In addition, the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment Term Loans shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below prepaid in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower Proceeds, or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds portion thereof, of any such transaction disposition of Property by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 6.1(a)(ii) to the extent that such Net Proceeds, or any portion thereof, are not applied to the purchase price of replacement Equipment within one hundred eighty (other than Section 9.17(f))180) days after the date of disposition, and in any event, to the extent that such Net Proceeds exceed the sum of Three Million Dollars ($3,000,000) in the aggregate in any Fiscal Year. (vc) The Borrower Term Loans shall prepay the Loans in the manner set forth in clause (vi) below be prepaid in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the cash reversions to Borrower or any Subsidiary from the termination of its Subsidiariesany Pension Plan or other employee benefit plan. Such prepayments Borrower shall be made within three (3) Business Days after make such prepayment promptly upon receipt of Net Cash Proceeds by Borrower or any Subsidiary of any such transaction by amount. (d) The Commitment shall terminate and the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred Revolving Credit Loan and is continuing, no prepayments the Term Loans shall be required hereunder prepaid in connection full, together with up accrued and unpaid interest thereon, any accrued and unpaid commitment fees pursuant to $50,000,000 Section 3.6, any accrued and unpaid letter of aggregate Net Cash Proceeds credit fees pursuant to Section 3.7, and any amounts payable as provided in any fiscal year from Insurance and Condemnation Events by Section 3.12, immediately upon the Borrower or any occurrence of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt a Change of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsControl.

Mandatory Prepayments. (ia) If at On any time day on which the aggregate outstanding principal amount of all Revolver the Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the Total Commitment as then available Aggregate Maximum Revolver Amountin effect, the Borrower agrees to repay immediately upon notice from shall prepay the Administrative Agent, by payment to the Administrative Agent for the account principal of the Lenders, Loans in an amount equal to such excess with each excess. (b) Within five Business Days of its receipt of the proceeds of any Securities Offering, the Borrower shall apply 100% of the net cash proceeds of such repayment applied Securities Offering first to prepay outstanding Loans and second, (i) if no Loans are then outstanding and such proceeds are derived from a Securities Offering other than the principal issuance of subordinated debentures pursuant to the Subscription Agreement, first, to prepay credit extensions under the Working Capital Facilities, pro rata based upon the aggregate outstanding amount of all credit extensions thereunder and, second, to complete the acquisition, construction and development of the Mortgaged Properties or (ii) if no Loans are then outstanding Swingline Loans, second and such proceeds are derived from the issuance of subordinated debentures pursuant to the principal amount of outstanding Revolver Loans Subscription Agreement, to complete the acquisition, construction and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit development of the Lenders in an amount equal to Mortgaged Properties. The provisions of this clause (b) shall survive the aggregate then undrawn termination of this Agreement and unexpired amount of such Letters of Credit (such cash collateral the lenders under the Working Capital Facilities are hereby declared to be applied in accordance with Section 2.09(b)third party beneficiaries of this clause (b). (c) With respect to each prepayment of Loans required by this Section 4.2, the Borrower may designate the Types of Loans which are to be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Rate Loans were made, provided that: (i) if any prepayment of Eurodollar Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $5,000,000, such outstanding Loans shall immediately be converted into Base Rate Loans; and (ii) The Borrower each prepayment of any Loans made pursuant to a Borrowing shall prepay be applied pro rata among such Loans. In the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) absence of the aggregate Net Cash Proceeds from any Debt Issuance a designation by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans as described in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if preceding sentence, the Borrower’s Leverage Ratio is less than 5.0:1.0Agent shall, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution subject to the Borrower or any of above, make such designation in its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionsole discretion. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (a) Within two (2) Business Days of the receipt of any payments of proceeds by the Company arising from the Company's beneficial interest in the Altamira Trust (including, without limitation, Net Cash Proceeds related to a sale of the Altamira Trust Assets (after payment in full of the notes issued by the Altamira Trust)), the Company shall, to the extent not used to prepay the Loans outstanding under the Revolver or to cash collateralize the letters of credit thereunder to the extent required under the Revolver, prepay any part of the Notes in an amount equal to such excess. (b) Within two (2) Business Days of the receipt of any Net Cash Proceeds by the Company or any Credit Party, the Company shall, to the extent not used to prepay the Loans outstanding under the Revolver or to cash collateralize the letters of credit thereunder to the extent required under the Revolver, prepay any part of the Notes in an amount equal to such excess; provided, that no prepayment shall be required to the extent such Net Cash Proceeds (x) result from the sale of an asset (other than a Real Property Asset) in the ordinary course of business of the Company and its Subsidiaries, (y) are reinvested in the purchase of assets to be used in the business of the Credit Parties within 90 days of the receipt of such Net Cash Proceeds so long as pending such reinvestment any such Net Cash Proceeds are held in the Cash Collateral Account (as defined in the Revolver) and the aggregate amount so held does not at any time exceed $1,000,000 or (z) result from the sale or other transfer to the Altamira Trust or the Discontinued Operations Trust of an asset (or proceeds thereof) listed on Schedule 7.4(b) hereof after the Closing Date. (c) Within two (2) Business Days following the receipt by the Company or any other Credit Party (or by the Collateral Agent as loss payee) of (i) If at any time payment of proceeds of any insurance required to be maintained pursuant to this Agreement or any other Related Document on account of each separate loss, damage or injury to any tangible real or personal property of the outstanding principal amount Company or any of all Revolver Loans plus its Subsidiaries (provided, that, so long as no Default or Event of Default shall have occurred and then be continuing, such proceeds (or any portion thereof) may be expended or irrevocably committed by the sum Company or any of all outstanding Swingline Loans its Subsidiaries to repair or replace such property within 90 days of such loss, damage or injury and LC Exposure exceeds the then Company shall furnish to the Collateral Agent evidence satisfactory to the Collateral Agent of such expenditure or commitment and shall have certified to the Collateral Agent that such proceeds (or such proceeds together with other funds available Aggregate Maximum Revolver Amountto the Company) are sufficient to repair or replace such property pending which the Collateral Agent shall hold such proceeds) or (ii) any such proceeds released from the Cash Collateral Account under the Revolver, the Borrower agrees to repay immediately upon notice from the Administrative AgentCompany shall prepay or, by payment to the Administrative extent the Collateral Agent for is loss payee under any insurance policy, irrevocably direct the account Collateral Agent to apply as a prepayment of the LendersNotes, to the extent such proceeds are not used to prepay the Loans outstanding under the Revolver or to cash collateralize the letters of credit thereunder to the extent required under the Revolver, an amount equal to such excess with each such repayment applied first excess; provided, that if an Event of Default shall have occurred and be continuing, all proceeds of insurance required to be maintained pursuant to this Agreement or any other Related Document which would otherwise be payable to the principal amount of outstanding Swingline Loans, second Company shall be paid to the principal amount Collateral Agent and applied in accordance with the Intercreditor Agreement. (d) Within two (2) Business Days of outstanding Revolver Loans and third, with respect to the receipt of any Letters Net Offering Proceeds from any sale of Credit then outstanding, a payment of cash collateral into a cash collateral account opened Capital Stock by the Administrative AgentCompany or any other Credit Party, for the benefit Company shall, to the extent 50% of such Net Offering Proceeds is not used to prepay the Lenders Loans outstanding under the Revolver or to cash collateralize the letters of credit thereunder to the extent required under the Revolver, prepay the Notes in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b))excess. (iie) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so So long as no Default or Event of Default has occurred and is then continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 at any time the Company or any of aggregate other Credit Party receives Net Cash Offering Proceeds in any fiscal year from Dispositions the issuance of Debt (other than any Disposition pursuant to the terms as described in Section 9.12), then within two (2) Business Days of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by Offering Proceeds, the Borrower Company shall, to the extent not used to prepay the Loans outstanding under the Revolver or any to cash collateralize the letters of its Subsidiaries credit thereunder to the extent required under the Revolver, prepay the Notes in similar replacement assets, or (B) in connection with Dispositions permitted pursuant an amount equal to Section 9.17 (other than Section 9.17(f))100% of such excess. (vf) The Borrower All prepayments under this Section 7.4 shall prepay be accompanied by the Loans in Make-Whole Amount, if any, determined for the manner set forth in clause (vi) below in amounts equal date of prepayment with respect to one hundred percent (100%) the principal amount being prepaid, together with accrued but unpaid interest on the principal amount of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by Notes being prepaid to (but not including) the Borrower or any date of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsprepayment.

Mandatory Prepayments. (i) If at on any time day an Overadvance exists, Borrowers shall immediately pay to Agent an amount equal to such Overadvance in accordance with Section 2.5. (ii) Immediately upon any sale or disposition by any Loan Party or its Subsidiaries of property or assets (other than a Permitted Disposition described in clause (b), (c), (d), (e) or (f) of the definition of such term) or the receipt by any Loan Party of the proceeds of any insurance policy with respect to Inventory or condemnation awards with respect to Inventory, Borrowers shall prepay the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess Advances in accordance with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Section 2.4(d) in an amount equal to 100% of the Net Cash Proceeds or the insurance or condemnation proceeds received by such Person in connection with such sales or dispositions or such casualty or condemnation event to the extent that the aggregate then undrawn and unexpired amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to Agent as a prepayment of the Advances) for all such Letters of Credit (such cash collateral to be applied sales or dispositions shall exceed $250,000 since the Closing Date. Nothing contained in accordance with Section 2.09(b)). this subclause (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from permit any Debt Issuance by the Borrower Loan Party or any of its Subsidiaries to sell or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds otherwise dispose of any such transactionproperty or assets other than in accordance with Section 7.4. (iii) The Borrower shall prepay Upon the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from receipt by any Equity Offering by or capital contribution to the Borrower Loan Party or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any Extraordinary Receipts, Borrowers shall prepay the outstanding principal amount of the Advances in accordance with Section 2.4(d) in an amount equal to 100% of such transactionExtraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) The Borrower shall prepay Upon the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from sale or issuance by any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower Loan Party or any of its Subsidiaries which is reinvested within three hundred sixty of any shares of its Stock (360other than on the Closing Date pursuant to the Alliance Merger Documents or the Reincorporation Documents), the Borrowers shall prepay the outstanding principal amount of the Advances in accordance with Section 2.4(d) days after receipt in an amount equal to 100% of such the Net Cash Proceeds received by such Person in connection therewith. The provisions of this subclause (iv) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the Borrower or any terms and conditions of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))this Agreement. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at Not later than the fifth Business Day following the receipt by the Company or any time Restricted Subsidiary (or by any other Person on account of an Asset Sale by the Company or any Restricted Subsidiary) of Net Cash Proceeds in respect of any Asset Sale, the Company shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Term Loans and LC Exposure exceeds Notes in accordance with Section 2.13(e). (b) In the then available Aggregate Maximum Revolver Amountevent that the Company or any Restricted Subsidiary (or any other Person at the direction of the Company or a Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Company or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower agrees to repay immediately upon notice from Company shall on the Administrative AgentBusiness Day of receipt of such Net Cash Proceeds, by payment to the Administrative Agent for the account of the Lenders, apply an amount equal to 100% of such excess with each such repayment applied first Net Cash Proceeds to the principal amount of prepay outstanding Swingline Loans, second to the principal amount of outstanding Revolver Term Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied Notes in accordance with Section 2.09(b)2.13(e). (iic) The Borrower shall prepay In the Loans in event that the manner set forth in clause Company or any Restricted Subsidiary (vi) below in amounts equal to one hundred percent (100%) or any other Person at the direction of the aggregate Company or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Debt Issuance by Casualty Event Receipt, the Borrower or any of its Subsidiaries or other Debt Company shall not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) later than the second Business Days after Day following the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower Company or any of its Subsidiaries in similar replacement assetssuch Restricted Subsidiary, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts apply an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt % of such Net Cash Proceeds to prepay outstanding Term Loans and Notes in accordance with Section 2.13(e). (d) [reserved]. (e) Mandatory prepayments under this Section 2.13 shall be applied ratably to all then outstanding Loans and Notes. (f) The Company shall deliver to the Co-Administrative Agents, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Company setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) by 1:00 p.m., New York City time, at least five (5) Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan and/or Note being prepaid and the principal amount of each Loan and/or each Note (or, in each case, a portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (g) [reserved]. (h) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans and/or the Notes (other than a mandatory prepayment pursuant to Section 2.13(b)), any DIP Term Loan Creditor or any DIP Notes Creditor, as applicable, may waive by written notice to the Company and the Co-Administrative Agents on or before 1:00 p.m., New York City time, one (1) Business Day prior to the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive its respective portion of such mandatory prepayment of the Term Loans and/or the Notes then outstanding, (ii) if any DIP Creditor elects to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans and/or Notes of such DIP Creditor shall be offered by the Borrower or Company to repay the remaining Term Loans and/or Notes of the non-waiving DIP Creditors on a pro rata basis, based on the respective outstanding principal amounts of all of the Term Loans and Notes of the non-waiving DIP Creditors, (iii) if and to the extent any of its Subsidiaries in similar replacement assetssuch non-waiving DIP Creditor does not elect by written notice to the Company and the Co-Administrative Agents within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such DIP Creditor shall be deemed to have rejected such offer, and (iv) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Co-Administrative Agents to the Company (any amounts returned to the Company pursuant to this clause (iv), “Declined Amounts”).

Mandatory Prepayments. (i) If at the Agent notifies the Company that, on any time interest payment date, the sum of (x) the aggregate principal amount of the sum of all Advances denominated in Dollars then outstanding plus (y) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of the sum of all Advances denominated in Committed Currencies then outstanding exceeds 103% of the Revolving Credit Facility on such date, the Company and each other Borrower shall, within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Advances owing by the Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the Revolving Credit Facility on such date. (ii) If any Advance is made to any Borrower on a date prior to the consummation of the Merger (such date being referred to as a “Pre-Merger Advance Date”), and the Merger has not been consummated within seven (7) Business Days of such Pre-Merger Advance Date, such Borrower shall prepay in full the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the such Advances owing by such Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit within two (such cash collateral to be applied in accordance with Section 2.09(b)). (ii2) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted Business Days thereafter. Each prepayment made pursuant to this Agreement. Such prepayment Section 2.11(b) shall be made within five (5) Business Days after together with any interest accrued to the date of receipt of Net Cash Proceeds such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance or a LIBO Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal be obligated to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution reimburse to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans Revolving Credit Lenders in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted respect thereof pursuant to Section 9.17 (other than Section 9.17(f9.04(b)). (v) . The Borrower Agent shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds give prompt notice of any such transaction by prepayment required under this Section 2.11(b) to the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred Borrowers and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsLenders.

Mandatory Prepayments. (a) Beginning with the Interest Period ending March 31, 2024, on each Interest Payment Date Borrower shall repay (at par and without premium or penalty) Loans in quarterly installments equal to $30,000,000 in aggregate principal amount. For clarity, no mandatory prepayment pursuant to this Section 2.7 or otherwise shall offset or reduce the amount payable under this Section 2.7(a). (b) If Borrower or any Restricted Subsidiary shall incur any Indebtedness (other than Permitted Indebtedness), then on the date of such incurrence the gross proceeds thereof shall be applied to repay on a pro rata basis the Loans and other Obligations under this Agreement and the loans and other obligations under the Senior Credit Facility. Any amounts payable in respect to the Loans and Obligations hereunder shall first be applied to interest, fees and Make-Whole Amount or Premium, if any. The provisions of this Section 2.7(a) do not constitute a consent to any the incurrence of any Indebtedness. (c) If Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale which, together with the Net Cash Proceeds received for all other Asset Sales (or with respect to a Liquidation of any Additional Hedging Agreement, the Hedge Termination Amount with respect thereto) within any one calendar year exceeds $20,000,000 in the aggregate (such amount, “Excess Proceeds”), then within three Business Days following receipt thereof, Borrower shall apply such Excess Proceeds as follows: (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amountfirstly, the Borrower agrees to repay immediately upon notice from loans under the Administrative Agent, by payment Senior Credit Facility to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened extent required by the Administrative Agentterms thereof, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of the Net Cash Proceeds received therefrom; and (ii) to prepay the principal amount of the Loans together with interest, fees and Make-Whole Amount or Premium, if any, in an amount equal to the remaining amount of the Net Cash Proceeds received therefrom, unless prior to such Letters third Business Day Borrower elects, by written notice delivered to the Agents, to make one or more Qualified Reinvestments with any portion or all of Credit such remaining Net Cash Proceeds (which Qualified Reinvestment must be consummated with 180 Business Days after such cash collateral to be applied in accordance with Section 2.09(b)receipt of Net Cash Proceeds). (iid) The Commencing with the fiscal quarter ending March 31, 2024, Borrower shall prepay the outstanding Loans (at par and without premium or penalty) in the manner set forth in clause an aggregate principal amount (viif positive) below in amounts equal to one hundred percent the Applicable Percentage of Excess Cash Flow for the fiscal quarter then ended (100%) the “ECF Amount”); provided that the ECF Amount for any fiscal quarter will be reduced to the extent, and solely to the extent, necessary such that, pro forma for the payment of such reduced ECF Amount, the aggregate Net cash and Cash Proceeds from any Debt Issuance by the Equivalents of Borrower or any and its Restricted Subsidiaries is not less than $100,000,000 as of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionpayment. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at In the event of any time the outstanding principal amount termination of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountRevolving Credit Commitments, the Borrower agrees to shall, on the date of such termination, repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account or prepay all its outstanding Revolving Credit Borrowings and replace all outstanding Letters of the Lenders, Credit and/or deposit an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of L/C Exposure in cash collateral into in a cash collateral account opened by (which shall permit investments in Permitted Investments until applied to the Administrative AgentObligations, on the terms described in Section 2.13(i)) established with the Collateral Agent for the benefit of the Lenders Secured Parties or enter into other arrangements satisfactory to the Issuing Bank. If as a result of any partial reduction of the Revolving Credit Commitments the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings and/or cash collateralize Letters of Credit in an amount equal sufficient to eliminate such excess. (b) Not later than the aggregate then undrawn and unexpired amount third Business Day following the completion of such Letters any Asset Sale, the Borrower shall apply 100% of Credit (such cash collateral the Net Cash Proceeds received with respect thereto to be applied prepay outstanding Term Loans in accordance with Section 2.09(b)2.13(f). (c) In the event and on each occasion that an Equity Issuance occurs after the date hereof, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Equity Issuance, prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to 75% of the Net Cash Proceeds therefrom; PROVIDED, HOWEVER, that in the event the Leverage Ratio at the time of such issuance is (A) less than 3.0 to 1.0 and greater than or equal to 2.5 to 1.0, such amount shall be reduced to 50% of the Net Cash Proceeds therefrom, and (B) less than 2.5 to 1.0, such amount shall be reduced to 0% of the Net Cash Proceeds therefrom. (d) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on or about January 26, 2002, and (ii) The the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay the outstanding Term Loans in the manner set forth accordance with Section 2.13(f) in clause (vi) below in amounts an aggregate principal amount equal to one hundred percent 75% of Excess Cash Flow for the fiscal year then ended; PROVIDED, HOWEVER, that in the event the Leverage Ratio at the end of such fiscal year was (100%A) less than 3.0 to 1.0 and greater than or equal to 2.5 to 1.0, such amount shall be reduced to 50% of such Excess Cash Flow, and (B) less than 2.5 to 1.0, such amount shall be reduced to 0% of such Excess Cash Flow. (e) In the aggregate event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance of Indebtedness for money borrowed of any Debt Issuance by the Borrower Loan Party or any subsidiary of its Subsidiaries or a Loan Party (other Debt not than Indebtedness for money borrowed permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0Section 6.01), 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or shall, substantially simultaneously with (and in any of its Subsidiaries other event not later than (athe third Business Day next following) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower such Loan Party or any of its Subsidiaries in similar replacement assetssuch subsidiary, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts apply an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt % of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f). (f) Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans, and, subject to the succeeding sentence and to paragraph (h) below, applied pro rata against the remaining scheduled installments of principal due in respect of Tranche A Term Loans and Tranche B Term Loans under Sections 2.11(a)(i) and (ii), respectively. Notwithstanding the foregoing, mandatory prepayments of outstanding Term Loans required by Section 2.13(d) shall be allocated pro rata between the then-outstanding Tranche A Term Loans and Tranche B Term Loans, and, subject to paragraph (i) below, applied first, in chronological order to the installments of principal scheduled to be paid within six months after such prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of Tranche A Term Loans and Tranche B Term Loans under Sections 2.11(a)(i) and (ii), respectively. In determining the applicable percentage of Net Cash Proceeds pursuant to paragraph (c) above or Excess Cash Flow pursuant to paragraph (d) above that is required to be used to prepay Term Loans hereunder, the Leverage Ratio initially shall be calculated without giving effect to such prepayment; PROVIDED, HOWEVER, that if any portion of such prepayment (after giving effect thereto) would reduce the Leverage Ratio below 3.0 to 1.0 or 2.5 to 1.0, as the case may be, the percentage of Net Cash Proceeds or Excess Cash Flow, as the case may be, that is so required to be used to prepay Term Loans hereunder shall initially be the highest applicable percentage until such reduction in the Leverage Ratio is achieved, and thereafter shall be the percentage applicable to such reduced Leverage Ratio. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least two Business Days' prior written notice of such prepayment. Each certificate shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (h) Any Tranche B Lender may elect, by notice to the Administrative Agent in writing (or by telephone or telecopy promptly confirmed in writing) at least one Business Day prior to any prepayment of Tranche B Term Loans required to be made by the Borrower for the account of such Lender pursuant to this Section 2.13, to cause all or a portion of such prepayment to be applied instead to prepay Tranche A Term Loans in accordance with paragraph (f) above. (i) Amounts to be applied pursuant to this Section 2.13 to the prepayment of Term Loans and Revolving Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be, immediately and/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 Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, 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 Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "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 (i). The Administrative Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account in Permitted Investments that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar Revolving 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 reasonable 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 an 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 Period 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 and disbursed as specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its reasonable 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 Subsidiaries benefit and the benefit of the Issuing Bank and the Lenders, a security interest in similar replacement assetsthe Prepayment Account to secure the Obligations.

Mandatory Prepayments. (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower Company or any of its Subsidiaries shall receive Net Proceeds from a sale of properties permitted by subsection 8.2(f)(ii), or other Debt not harvest excess timber permitted pursuant to this Agreement. Such prepayment by Section 8.4, then (A) the Net Proceeds of such sale shall be made within five (5) Business Days after paid by the date Company as a prepayment of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution Senior Debt as and to the Borrower or any of its Subsidiaries other than extent required by subsection 8.2(f), and (aB) the exercise price on stock options issued as part net proceeds of employee compensation and (b) the Equity Issuance. Such prepayment such excess harvest shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition paid by the Borrower or any Company as a prepayment of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction Senior Debt as required by the Borrower or any of its SubsidiariesSection 8.4; provided that, so long in each case, the Company may not prepay Senior Debt other than the Loans and the Facility A Loans pursuant to this subsection 2.7(a)(i) unless (1) the Company also prepays the Loans and the Facility A Loans in an aggregate amount as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder necessary to cause the Banks together with the "Banks" as defined in the Facility A Credit Agreement to share such prepayment with the other Senior Debt at least pro rata and (A2) the Senior Debt so prepaid does not exceed, in connection the aggregate, $37,500,000. Prepayments to be made with up respect to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition the Loans and the Facility A Loans pursuant to the terms this subsection 2.7(a)(i) shall be applied first to prepay or to cash collateralize any Facility A Loans then outstanding in accordance with Section 2.7(a)(i) of the Pioneer Option Facility A Credit Agreement) by , second, to prepay any Base Rate Syndicated Loans, third, to prepay Swingline Loans, and fourth, at the Borrower or any Company's option, to Cash Collateralize (which cash collateral shall be applied on the maturity date of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant their Interest Periods to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the then outstanding Offshore Rate Loans in the manner set forth order of their maturities) or to prepay any Offshore Rate Loans then outstanding (in clause (vi) below in amounts equal to one hundred percent (100%) the order of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any maturity of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetstheir Interest Periods).

Mandatory Prepayments. (ia) If at When any time Credit Party sells or otherwise disposes of any Collateral, other than Inventory in the outstanding principal amount ordinary course of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amountbusiness, the Borrower agrees Borrowers shall offer to Agent in writing to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Advances in an amount equal to the aggregate then undrawn and unexpired amount net proceeds of such Letters sale (i.e., gross proceeds less the reasonable costs of Credit (such cash collateral sales or other dispositions), such offer to repay the Advances to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds. If the Requisite Lenders decide (in their sole and absolute discretion) to accept such offer to prepay the Advances they shall so notify the Borrowing Agent in writing and within one (1) Business Day following Borrowing Agent's receipt of such notice, the Borrowers shall repay (or cause to be repaid) the Advances in an amount equal to the net proceeds of such sale, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the Advances in such order as Agent may determine, subject to Borrowers' ability to reborrow Revolving Advances in accordance with Section 2.09(b))the terms hereof. (iib) The Borrower Subject to the provisions of Section 4.11, Agent shall apply the proceeds of any insurance settlements from casualty losses which are received by Agent, to the Advances in such order as Agent may determine, subject to Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof. (c) If any Credit Party receives any proceeds from the issuance of Equity Interests or from the issuance or incurrence of any Indebtedness (other than Indebtedness permitted under Section 7.8), Borrowers shall offer to Agent in writing to repay the Advances in an amount equal to the net proceeds of such issuance (i.e., gross proceeds less the reasonable costs of such sales or issuances), such offer to repay to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds. If the Requisite Lenders decide (in their sole and absolute discretion) to accept such offer to prepay the Loans Advances, Agent shall so notify the Borrowing Agent in writing and within one (1) Business Day following Borrowing Agent's receipt of such notice the manner set forth Borrowers shall repay (or cause to be repaid) the Advances in clause (vi) below in amounts an amount equal to one hundred percent (100%) the net proceeds of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower such sale or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after issuance, and until the date of receipt of Net Cash Proceeds of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such transaction. (iii) The Borrower sale or issuance otherwise prohibited by the terms and conditions hereof. Such repayments shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution be applied to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued Advances in such order as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans Agent may determine, subject to Borrowers' ability to reborrow Revolving Advances in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection accordance with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))hereof. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (a) If on any date (after giving effect to any other payments on such date) the sum of (i) the aggregate outstanding principal amount of PF Loans PLUS (ii) the aggregate amount of Letter of Credit Outstandings, exceeds the Total PF Commitment as then in effect, the Borrower shall prepay on such date that principal amount of PF Loans and, after PF Loans have been paid in full, Unpaid Drawings, in an aggregate amount equal to such excess. If, after giving effect to the prepayment of PF Loans and Unpaid Drawings, the aggregate amount of Letter of Credit Outstandings exceeds the Total PF Commitment as then in effect, the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower until the proceeds are applied to the secured obligations). (b) If at on any time date (after giving effect to any other payments on such date) the sum of (i) the aggregate outstanding principal amount of Loans, PLUS (ii) the Letter of Credit Outstandings, PLUS (iii) the Aggregate Measured Swap Credit Risk (if any) of all Designated Interest Rate Agreements, EXCEEDS the lesser of (A) the Aggregate Borrowing Base then in effect, or (B) the sum of (x) 65% of the fair market value of the Eligible Real Estate constituting a part of the Mortgaged Property hereunder on the Initial Borrowing Date, as determined on the basis of the appraisals referred to in section 5.1(v), and (y) 65% of the Appraised Value of any Additional Property or Substitute Property, determined for any such Property as of the date such Property becomes a Mortgaged Property hereunder in compliance with section 7.17, as determined on the basis of the appraisal with respect thereto referred to in section 7.17, the Borrower shall prepay on such date that principal amount of Loans and, after all Loans have been paid in full, Unpaid Drawings, in an aggregate amount equal to such excess. Any such prepayment of Loans shall be so applied as a mandatory prepayment of principal of (x) FIRST, the then outstanding SF Loans and (y) SECOND, once no SF Loans remain outstanding, the then outstanding PF Loans. If, after giving effect to the prepayment of Loans and Unpaid Drawings, the aggregate amount of Letter of Credit Outstandings exceeds the Total PF Commitment as then in effect, the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower until the proceeds are applied to the secured obligations). (c) Promptly, and in any event not later than the third Business Day following the date of receipt thereof by the Borrower of the cash proceeds from any payment or prepayment of the principal of, or other realization upon the principal of, the Pledged Note, an amount not in excess of the amount so received, up to a cumulative aggregate amount of $6,000,000, shall be applied as a mandatory prepayment of principal of the then outstanding SF Loans. After the SF Loans are no longer outstanding and the Total SF Commitment has been terminated, the Borrower may retain any such amounts so received if the Pledge Agreement has been terminated in accordance with its terms. (d) On the date of the receipt thereof by the Borrower, the Borrower shall apply, as a mandatory prepayment of principal of the then outstanding SF Loans, such portion (but not in excess of 100%) of each amount of the cash proceeds received by the Borrower (net of underwriting discounts and commissions, placement and advisory fees, and other customary fees, costs and expenses associated therewith) from any sale or issuance of equity by the Borrower after the Initial Borrowing Date in an underwritten public offering or private placement with investors (other than any sale or issuance to management or employees). After the SF Loans are no longer outstanding and the Total SF Commitment has been terminated, the Borrower may retain any such amounts so received. (e) On the date of which a Change of Control occurs the then outstanding principal amount of all Loans, if any, shall become due and payable and shall be prepaid in full, and the Borrower shall contemporaneously either (i) cause all outstanding Letters of Credit to be surrendered for cancellation (any such Letters of Credit to be replaced by letters of credit issued by other financial institutions), or (ii) the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower until the proceeds are applied to the secured obligations). (f) With respect to each prepayment of Loans required by this section 4.2, the Borrower shall designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which such prepayment is to be made, PROVIDED that (i) the Borrower shall first so designate all Loans that are Base Rate Loans and Eurodollar Loans with Interest Periods ending on the date of prepayment prior to designating any other Eurodollar Loans for prepayment, (ii) if the outstanding principal amount of Eurodollar Loans made pursuant to a Borrowing is reduced below the applicable Minimum Borrowing Amount as a result of any such prepayment, then all Revolver the Loans plus outstanding pursuant to such Borrowing shall be converted into Base Rate Loans, and (iii) each prepayment of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans. In the sum absence of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, a designation by the Borrower agrees to repay immediately upon notice from as described in the Administrative Agentpreceding sentence, by payment to the Administrative Agent for the account of the Lendersshall, an amount equal to such excess with each such repayment applied first subject to the principal amount of outstanding Swingline Loansabove, second make such designation in its sole discretion with a view, but no obligation, to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b))minimize breakage costs owing under section 1.11. (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (i) If In the event and on such occasion that: (A) the Credit Exposure of any Lender exceeds such Lender’s Commitment; (B) the Aggregate Credit Exposures (including the Dollar Equivalent of any Revolving Multicurrency Credit Exposure) exceeds the lesser of (x) Total Commitment or (y) the Borrowing Base; or (C) Dollar Equivalent of the aggregate Revolving Multicurrency Credit Exposure of all Multicurrency Lenders exceeds (x) 105% of the Total Multicurrency Commitment as then in effect at any point in time or (y) 100% but less than 105% of the outstanding principal amount Total Multicurrency Commitment as then in effect for a period of all Revolver 10 consecutive Business Days; the Company shall promptly prepay the Revolving Loans plus the sum of all outstanding and/or Swingline Loans and (and/or provide cash collateral for LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, as specified in Section 2.06(k)) in an aggregate amount equal to (1) in the case of clauses (b)(i)(A) and (b)(i)(B) of this Section, such excess with each such repayment applied first and (2) in the case of clause (b)(i)(C) of this Section, the amount by which the Dollar Equivalent of the aggregate Revolving Multicurrency Credit Exposure of all Multicurrency Lenders exceeds the Total Multicurrency Commitment as then in effect. If the Company is required to provide (and have provided the principal required amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of of) cash collateral into a pursuant to this Section 2.11(b) and such excess is subsequently reduced, cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn lesser of (x) any such reduction and unexpired (y) the amount of such Letters of Credit (such cash collateral (to the extent not applied as set forth in Section 2.06(k)) shall be applied in accordance with Section 2.09(b))returned to the Company within two Business Days after any such reduction. (ii) The Borrower shall In the event and on each occasion that, during any Cash Dominion Period, any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Company shall, subject to the Intercreditor Agreement, immediately after such Net Proceeds are received by or on behalf of any Loan Party, prepay the Loans (without a corresponding reduction in the manner Total Commitment) the Obligations as set forth in clause (viSection 2.11(c) below in amounts an aggregate amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt % of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))Proceeds. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at any time time, the outstanding aggregate principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure Revolving Credit Outstandings exceeds the then available Aggregate aggregate Maximum Revolver AmountCredit at such time, the Borrower agrees to repay immediately shall forthwith, upon notice from notification by the Administrative Agent, by payment to prepay, in Dollars, the Administrative Agent for Swing Loans first and then the account of the Lenders, other Loans (other than FILO Loan) then outstanding in an amount equal to such excess. If any such excess with each such remains after repayment applied first to in full of the principal amount of aggregate outstanding Swingline Loans, second to the principal amount of outstanding Revolver Swing Loans and thirdthe other Loans (other than FILO Loan), with respect to any Letters the Borrower shall Cash Collateralize the Letter of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans Obligations in the manner set forth in clause (vi) below Section 10.5 in amounts an amount equal to one hundred percent 101% of such excess. (100%b) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in the aggregate Net occurrence of a Cash Proceeds from Dominion Period, any Debt Issuance by the Borrower Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Collateral included in the Borrowing Base or the FILO Borrowing Base outside of the ordinary course of business, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) (i) prepay the Loans (other than FILO Loan) in an amount equal to 100% of such Net Cash Proceeds, (and,ii) to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans (other than FILO Loan) outstanding, Cash Collateralize Letters of Credit in an amount equal to up to 101% of the aggregate maximum drawable amount of such Letters of Credit) and (iii) thereafter, to the extent such Net Cash Proceeds exceed the amount needed to Cash Collateralize Letters of Credit in an amount equal to up to 101% of the aggregate maximum drawable amount of such Letters of Credit, prepay the FILO Loan in an amount equal to any such excess. (c) If (x) at any time during a Cash Dominion Period or (y) in respect of any Recovery Event that would result in the occurrence of a Cash Dominion Period, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Recovery Event in respect of any Collateral included in the Borrowing Base or the FILO Borrowing Base, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) (i) prepay the Loans (other than FILO Loan) in an amount equal to 100% of such Net Cash Proceeds, (and,ii) to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans (other than FILO Loan) outstanding, Cash Collateralize Letters of Credit in an amount equal to up to 101% of the aggregate maximum drawable amount of such Letters of Credit) and (iii) thereafter, to the extent such Net Cash Proceeds exceed the amount needed to Cash Collateralize Letters of Credit in an amount equal to up to 101% of the aggregate maximum drawable amount of such Letters of Credit, prepay the FILO Loan in an amount equal to any such excess. (d) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness that constitutes (i) Credit Agreement Refinancing Indebtedness (other than with respect to any Refinanced Debt not permitted pursuant constituting the FILO Loan), the Borrower shall prepay an aggregate principal amount of the Loans (other than FILO Loan) equal to this Agreement. Such prepayment shall be made within 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetssuch Restricted Subsidiary, as applicable, or (Bii) in connection Credit Agreement Refinancing Indebtedness (with Dispositions permitted pursuant respect to Section 9.17 (other than Section 9.17(fany Refinanced Debt constituting FILO Loan)). (v) The , the Borrower shall prepay an aggregate principal amount of the Loans in the manner set forth in clause (vi) below in amounts FILO Loan equal to one hundred percent (100%) % of the aggregate all Net Cash Proceeds from any Insurance and Condemnation Event by received therefrom on the Borrower or any date of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, as applicable. (e) (i) Subject to Section 3.5 and Section 2.9(e)(ii) hereof, all such payments in respect of the Loans pursuant to this Section 2.9 shall be without premium or penalty and (ii) all such payments with respect to any Refinanced Debt constituting FILO Loan pursuant to Section 2.9(d)(ii) shall be accompanied by payment of its Subsidiaries the FILO Prepayment Premium, if any, and shall be subject to the provisions of the FILO Fee Letter. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.9 shall be paid, or may be charged by the Administrative Agent to any loan account(s) of the Borrower, at the Administrative Agent’s option, on the date of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by the Borrower to the bank account designated by the Administrative Agent for such purpose is received in similar replacement assetssuch bank account after 3:00 p.m. (f) At all times after the occurrence and during the continuance of Cash Dominion Period and notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Section 10.3 and to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., the Administrative Agent shall apply all Same Day Funds credited to the Agent Sweep Account and all amounts received pursuant to Section 2.9(b) and (c), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than FILO Lenders) (other than in connection with Cash Management Obligations, Obligations in respect of Secured Hedge Agreements or any Revolving Commitment Increases), pro rata, second to pay interest due and payable in respect of any Loans (including Swing Loans but excluding FILO Loans) and any Protective Advances that may be outstanding, pro rata, third to prepay the principal of any Protective Advances that may be outstanding, pro rata, and fourth to prepay the principal of the Loans (including Swing Loans but excluding FILO Loans) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (a) Within three Business Days after receipt by any Loan Party or any Restricted Subsidiary of any Loan Party of Net Cash Proceeds, the following shall occur: (i) to the extent such Net Cash Proceeds arise from an Asset Sale or Property Loss Event, a Borrower (or, at a Borrower’s option, any other Loan Party for the benefit of the Borrowers) shall immediately, subject to Section 2.9(e), prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds; provided, however, that no such prepayment caused by the receipt of Net Cash Proceeds arising from an Asset Sale or Property Loss Event shall be required to the extent that the sum of such Net Cash Proceeds and all other Net Cash Proceeds from Asset Sales and Property Loss Events received by Ultimate Parent Co-Borrower or any of its Subsidiaries (x) does not exceed $15,000,000 in the Fiscal Year of Ultimate Parent Co-Borrower in which such Asset Sale occurs and (y) does not exceed $50,000,000 since the Initial Closing Date (it being understood that a prepayment shall only be required to the extent of the greater of (i) the excess over $15,000,000 pursuant to clause (x) above and (ii) the excess over $50,000,000 pursuant to clause (y) above); and (ii) to the extent such proceeds arise from a Debt Issuance other than an issuance or incurrence of Permitted Debt, a Borrower (or, at a Borrower’s option, any other Loan Party for the benefit of the Borrowers) shall immediately prepay the Loans in an amount equal to (A) if Ultimate Parent Co-Borrower’s Leverage Ratio as at the end of the last period for which Ultimate Parent Co-Borrower has delivered Financial Statements pursuant to Section 6.1(a) or (b) calculated on a Pro Forma Basis giving effect to such Debt Issuance is 3.25 to 1.0 or greater, 75% of such Net Cash Proceeds or (B) otherwise, 50% of such Net Cash Proceeds. Any such mandatory prepayment shall be applied in accordance with clause (c) below. (b) A Borrower (or, at a Borrower’s option, any other Loan Party for the benefit of the Borrowers) shall prepay the Loans within 135 days after the last day of each Fiscal Year beginning with Fiscal Year 2006, in an amount equal to (i) if Ultimate Parent Co-Borrower’s Leverage Ratio as at the end of such Fiscal Year is 3.5 to 1.0 or greater, 50% of the Excess Cash Flow for such Fiscal Year or (ii) if Ultimate Parent Co-Borrower’s Leverage Ratio as at the end of such Fiscal Year is less than 3.5 to 1.0 and greater than or equal to 3.0 to 1.0, 25% of the Excess Cash Flow for such Fiscal Year. Any such mandatory prepayment shall be applied in accordance with clause (c) below. If Ultimate Parent Co-Borrower’s Leverage Ratio as at the end of such Fiscal Year is less than 3.0 to 1.0, no prepayment shall be required pursuant to this clause (b). (c) Subject to the provisions of Section 2.13(g) and clause (e) below, any prepayments required to be applied in accordance with this clause (c) shall be applied as follows: first, to repay the outstanding principal balance of the Term Loans (pro rata among the Tranches of Term Loans) until all Term Loans shall have been paid in full; second, to repay the outstanding principal balance of the Swing Loans until all Swing Loans shall have been paid in full; third, to repay the outstanding principal balance of the Revolving Loans until all Revolving Loans shall have been paid in full; and fourth, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 102% of all Letter of Credit Obligations in the manner set forth in Section 9.3 until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. All prepayments of the Term Loans of any Tranche made pursuant to this clause (c) shall be applied pro rata to prepay the remaining installments of the Term Loans of such Tranche. All repayments of Revolving Loans and Swing Loans required to be made pursuant to this clause (c) because of Asset Sales or Property Loss Events (but not repayments required to be made because of Debt Issuances or Excess Cash Flow) shall result in a permanent reduction of the Revolving Credit Commitments to the extent provided in Section 2.5(b). (d) If at any time time, the outstanding aggregate principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure Revolving Credit Outstandings exceeds the then available Aggregate Maximum Revolver Amountaggregate Revolving Credit Commitments at such time, the Borrower agrees to repay immediately upon notice from Revolving Borrowers (or, at the Administrative AgentRevolving Borrowers’ option, by payment to any other Loan Party) shall forthwith prepay the Administrative Agent for Swing Loans first and then the account of the Lenders, Revolving Loans then outstanding in an amount equal to such excess. If any such excess with each remains after payment in full of the aggregate outstanding Swing Loans and Revolving Loans, the Revolving Borrowers (or, at the Revolving Borrowers’ option, any other Loan Party) shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 in an amount equal to 102% of such repayment applied first excess. (e) Notwithstanding the foregoing clauses in this Section 2.9, upon the occurrence of any Asset Sale or Property Loss Event in respect of which a Responsible Officer of any Borrower has delivered a Reinvestment Notice (a “Reinvestment Event”), all of the following shall occur: (i) Upon receipt of the Net Cash Proceeds subject to such Reinvestment Notice (as long as no Event of Default shall have occurred and be continuing), Subsidiaries of Ultimate Parent Co-Borrower shall be permitted to make Permitted Reinvestments in an amount not to exceed the principal amount of outstanding Swingline such Net Cash Proceeds, as set forth in the Reinvestment Notice for such Net Cash Proceeds, and shall not be required to prepay the Loans as provided in clause (a) above. (ii) On each Reinvestment Prepayment Date for such Reinvestment Event: (A) the Borrowers shall prepay the Term Loans (pro rata among the Tranches of Term Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders ) in an amount equal to the aggregate then undrawn and unexpired amount Reinvestment Prepayment Amount applicable to such Reinvestment Prepayment Date; and (B) to the extent all Term Loans have been paid in full, (x) the Borrowers shall apply any remaining portion of such Letters Reinvestment Prepayment Amount, first, to repay the outstanding principal balance of the Swing Loans until all Swing Loans shall have been paid in full, second, to repay the outstanding principal balance of the Revolving Loans until all Revolving Loans shall have been paid in full, and third, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 102% of all Letter of Credit Obligations in the manner set forth in Section 9.3 until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein, and (such cash collateral y) all repayments of Revolving Loans and Swing Loans required to be made pursuant to clause (x) above shall result in a permanent reduction of the Revolving Credit Commitments to the extent provided in Section 2.5(b). In addition, the Revolving Borrowers shall make any payment required pursuant to clause (d) above as a result of any such reduction in the Revolving Credit Commitments. All prepayments of the Term Loans of any Tranche made pursuant to this clause (e) shall be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay to the Loans remaining installments thereof in the manner set forth in clause (vic) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionabove. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at Subject to the Intercreditor Agreement, if during any time Fiscal Year (commencing with the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver AmountFiscal Year beginning January 1, 2020), the Borrower agrees to repay immediately upon notice Company and its subsidiaries shall have received cumulative net cash proceeds during such Fiscal Year from one or more dispositions of property (other than dispositions in the Administrative Agentordinary course of business) of at least $250,000, by payment to not later than the Administrative Agent for third Business Day following the account date of receipt of any such net cash proceeds in excess of such amount, the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount Company will make a prepayment of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders this Note in an amount equal to the aggregate then undrawn and unexpired amount 100% of such Letters net cash proceeds in excess of Credit (such cash collateral to be applied in accordance with Section 2.09(b))amount. (iib) The Borrower shall prepay Subject to the Loans in Intercreditor Agreement, not later than the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) third Business Day following the date of the aggregate Net Cash Proceeds from any Debt Issuance receipt by the Borrower Company or any of its Subsidiaries subsidiaries of the net cash proceeds from any sale or issuance of any indebtedness (other Debt not than any indebtedness permitted to incurred pursuant to the Senior Credit Agreement), the Company will make a prepayment of this Note in an amount equal to 100% of such net cash proceeds. (c) Subject to the Intercreditor Agreement. Such prepayment shall be made within five (5) , not later than the third Business Days after Day following the date of the receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower Company or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) subsidiaries of the aggregate Net Cash Proceeds net cash proceeds from any Disposition from any sale or issuance by the Borrower Company or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any subsidiaries of its Subsidiaries; provided thatown equity interests, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall the case may be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition sale or issuance to management, employees (or key employees) or directors pursuant to the terms of the Pioneer Option Agreement) stock option or similar plans approved by the Borrower board of directors (or any similar governing body) for the benefit of its Subsidiaries which is reinvested within three hundred sixty management, employees (360or key employees) days after receipt or directors generally), the Company will make a prepayment of this Note in an amount equal to 100% of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))net cash proceeds. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (a) Subject to Section 7.1 hereof and subject to the terms of the Intercreditor Agreement, when any Loan Party sells or otherwise disposes of (i) If at any time Collateral other than Inventory in the outstanding principal amount Ordinary Course of all Revolver Loans plus Business or (ii) any other property in connection with a Sale and Leaseback Transaction, in either case with a value in excess of $1,000,000, such Loan Party shall repay the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Advances in an amount equal to the aggregate then undrawn and unexpired amount net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for the Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to outstanding Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit (such cash collateral to be applied in accordance with the provisions of Section 2.09(b3.2(b)). (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or ; provided, however that if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments such repayments shall be required hereunder (Aapplied to cash collateralize any Obligations related to outstanding Letters of Credit last) in connection such order as the Agent may determine, subject to the relevant Borrowers’ ability to reborrow Revolving Advances in accordance with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions the terms hereof. (other than any Disposition pursuant b) Subject to the terms of the Pioneer Option Intercreditor Agreement) , in the event of the issuance of any Equity Interests by the Borrower or capital contributions to any of its Subsidiaries which is reinvested within three hundred sixty Loan Party (360) days after receipt of such Net Cash Proceeds by the Borrower or other than any of its Subsidiaries in similar replacement assets, or (B) Equity Interests issued in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) issuance of the aggregate Net Cash Proceeds from 2024 Convertible Notes or the 2026 Convertible Notes, any Insurance and Condemnation Event by the Borrower or conversion of any of its Subsidiaries. Such prepayments shall be made within three the 2024 Convertible Notes or the 2026 Convertible Notes, and/or entry into, exercise, settlement, early termination or other performance of obligations under (3including by netting or set-off) the 2026 Convertible Notes Hedge Transaction or issuances under either of the foregoing), such Loan Party shall, no later than ten (10) Business Days after the receipt by such Loan Party of Net Cash Proceeds the net cash proceeds of any issuance of Equity Interests, repay the Advances in an amount equal to fifty percent (50%) of such transaction net cash proceeds in the case of an issuance of Equity Interests by or capital contribution to any Loan Party. Such repayments will be applied in the Borrower same manner as set forth in Section 11.5. (c) Subject to the terms of the Intercreditor Agreement, all proceeds received by any Loan Party or the Agent (i) under any insurance policy on account of its Subsidiaries; provided thatdamage or destruction of any assets or property of any Loan Party, so long or (ii) as no Default a result of any taking or Event condemnation of Default has occurred and is continuingany assets or property, no prepayments not permitted to be retained by Loan Parties pursuant to Section 6.7, shall be required hereunder applied in connection accordance with up Section 6.7 hereof. (d) If on any Computation Date the aggregate principal amount of: (i) US-Canada Revolving Advances plus US-Canada Swing Loans outstanding at any time exceeds the lesser of (a) the Maximum US-Canada Revolving Advance Amount less the Line Block less the aggregate Maximum Undrawn Amount of all issued and outstanding US-Canada Letters of Credit or (b) the US-Canada Formula Amount (without deduction of US-Canada Swing Loans); then the Agent shall notify the Borrowing Agent of the same. The Borrowers shall pay or prepay (subject to $50,000,000 Borrowers’ indemnity obligations under Section 2.2(g)) within one (1) Business Day after receiving such notice such that the aggregate principal amount of: US-Canada Revolving Advances plus US-Canada Swing Loans outstanding shall not exceed the lesser of (a) the Maximum US-Canada Revolving Advance Amount less the Line Block less the aggregate Net Cash Proceeds Maximum Undrawn Amount of all issued and outstanding US-Canada Letters of Credit or (b) the US-Canada Formula Amount (without deduction of US-Canada Swing Loans); or in any fiscal year from Insurance and Condemnation Events by the Borrower each case after giving effect to such payments or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsprepayments.

Mandatory Prepayments. (i) If The Borrowers shall immediately repay, or provide cash collateral for, the Loans, and/or Swingline Loans if at any time after the outstanding principal amount of all Revolver Loans plus Effective Date the sum of all outstanding Swingline Loans and LC Aggregate Exposure exceeds the lesser of (A) the Commitments and (B) the Borrowing Base then available Aggregate Maximum Revolver Amountin effectAvailability is less than zero, to the extent required to eliminate such excesscause Availability to be not less than zero. (ii) Immediately upon receipt by any Loan Party of the Net Cash Proceeds of any asset disposition (other than sales of Inventory or obsolete or worn out property in the ordinary course of business), the Borrower agrees to repay immediately upon notice from Borrowers, shall prepay the Administrative AgentObligations, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders in an amount equal to the aggregate then undrawn and unexpired amount 100% of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the Loans in the manner Net Cash Proceeds as set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionSection 2.11(c). (iii) The If (A) at any time during the continuance of an Event of Default or pursuant to the completion of the Junior Capital Event, any Borrower issues Capital Stock (other than Capital Stock issued to another Loan Party), (B) any Loan Party issues Indebtedness (other than Indebtedness permitted by Sections 6.01(a) through (jk)) or (C) if any Loan Party receives any dividend or distribution from a Person other than a Loan Party, then the Borrowers shall prepay the Loans Obligations in the manner set forth in clause (vi) below in amounts an amount equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) 100% of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay issuance or the Loans in amount of such dividend or distribution no later than the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) Business Day following the date of the aggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds or such dividend or distribution as set forth in Section 2.11(c). (iv) Immediately upon receipt by any Loan Party of any Extraordinary Receipts, the Borrower or any Borrowers shall prepay the Obligations in an amount equal to 100% of its Subsidiaries in similar replacement assets, or (B) the Net Cash Proceeds received by such Person in connection with Dispositions permitted pursuant such Extraordinary Receipts as set forth in Section 2.11(c). Any insurance or condemnation proceeds to be applied to the Obligations in accordance with Section 9.17 (other than 5.09 shall be applied as set forth in Section 9.17(f2.11(c)). If the precise amount of insurance or condemnation proceeds allocable to Inventory as compared to Equipment, fixtures and real or immovable property is not otherwise determined, the allocation and application of those proceeds shall be determined by the Administrative Agent, in its Permitted Discretion. (v) The Borrower Without in any way limiting the foregoing, immediately upon receipt by any Loan Party of proceeds of any sale of any Collateral, the Borrowers shall prepay cause such Loan Party to deliver such proceeds to the Loans Administrative Agent, or deposit such proceeds in a deposit account subject to a control agreement acceptable to the manner set forth Administrative Agent. Nothing in clause (vithis Section 2.11(b) below in amounts equal shall be construed to one hundred percent (100%) of constitute the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower Administrative Agent’s or any Lender’s consent to any transaction that is not permitted by other provisions of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by this Agreement or the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assetsother Loan Documents.

Mandatory Prepayments. (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment Any prepayment under this Section 2.3 shall be applied first to the principal amount of outstanding Swingline Loansaccrued interest, second to any applicable Prepayment Fee, third to installments of principal in the principal inverse order of their maturities, and fourth to any expenses for which each Purchaser may be entitled. The amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened such mandatory prepayment may not be reborrowed by the Administrative AgentCompany. The Company shall make mandatory prepayments, for together with a premium equal to the benefit Prepayment Fee, in each of the Lenders following circumstances: (a) In the event of any public or private offering by the Company or Parent of any of the Company's or Parent's debt or equity securities, the Company shall prepay the Senior Subordinated Obligations in an amount equal to the aggregate then undrawn lesser of (i) the net cash proceeds of any such public or private offering (after any mandatory payments and unexpired amount prepayments in permanent reduction of such Letters of Credit (such cash collateral to be applied in accordance the Senior Debt required under the Senior Loan Agreement are made with Section 2.09(brespect thereto)). , or (ii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from amount of all Senior Subordinated Obligations (including any Debt Issuance by the Borrower or any of its Subsidiaries or other Debt not permitted pursuant applicable Prepayment Fee), such prepayment and Prepayment Fee to this Agreement. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds such net proceeds. A refinancing or replacement of any such transactionthe Senior Debt which is permitted under Section 7.1(c) hereof shall not obligate the Company to prepay the Senior Subordinated Notes pursuant to this Section 2.3(a). (b) In the event of any sale or other disposition of any property or properties of the Company or any Subsidiary of the Company (other than a sale or disposition which is (i) not deemed to be an Asset Sale, (ii) permitted by Section 7.3, or (iii) The Borrower governed by Section 2.3(c) below), the Company shall prepay the Loans Senior Subordinated Obligations in the manner set forth in clause (vi) below in amounts an amount equal to fifty percent the lesser of (50%i) the aggregate net cash proceeds of such sales or other dispositions (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) after any mandatory payments and prepayments in permanent reduction of the aggregate Net Cash Proceeds from any Equity Offering by Senior Debt required under the Senior Loan Agreement are made with respect thereto) or capital contribution to the Borrower or any of its Subsidiaries other than (aii) the exercise price on stock options issued as part aggregate amount of employee compensation all Senior Subordinated Obligations (including any applicable Prepayment Fee), such prepayment and (b) the Equity Issuance. Such prepayment shall Prepayment Fee to be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transactionnet proceeds. (ivc) The Borrower In the event of any sale or other disposition of all or substantially all of the stock or assets of the Company or any Subsidiary of the Company (other than a sale or disposition permitted by Section 7.3) in a single transaction or series of transactions, the Company shall prepay the Loans Senior Subordinated Obligations in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent the lesser of (100%i) the aggregate net cash proceeds of such sales or dispositions (after any mandatory payments and prepayments in permanent reduction of the Senior Debt required under the Senior Loan Agreement are made with respect thereto) or (ii) the aggregate Net Cash Proceeds from amount of all Senior Subordinated Obligations (including any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall applicable Prepayment Fee), such prepayment and Prepayment Fee to be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f))net proceeds. (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (ia) If at any time Subject to the outstanding principal amount payment of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Make-Whole Amount, if on any date the Borrower agrees to repay immediately upon notice or any Subsidiary thereof shall receive any cash proceeds from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders Extraordinary Receipts in an amount equal to or exceeding $250,000 in the aggregate then undrawn since the Closing Date, the Borrower and unexpired amount its Subsidiaries shall, at the option of such Letters of Credit (such cash collateral to be applied the Lender in accordance with Section 2.09(b2.6(gh)). (ii) The Borrower shall , prepay the Loans Term LoanLoans within five (5) Business Days of such receipt by the Borrower or such Subsidiary of such cash proceeds, in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from cash proceeds of such Extraordinary Receipt, in each case, to be applied as set forth in Section 2.6(gh). (b) Subject to the payment of the Make-Whole Amount, if any Debt Issuance Indebtedness shall be incurred by the Borrower or any Subsidiary thereof (excluding any Indebtedness incurred in accordance with Section 7.1), at the option of its Subsidiaries or other Debt not permitted pursuant the Lender in accordance with Section 2.6(gh), an amount equal to this Agreement. Such prepayment 100% of the Net Cash Proceeds thereof shall be made within applied on the date of incurrence or receipt toward the prepayment of the Term LoanLoans as set forth in Section 2.6(gh). (c) Subject to the payment of the Make-Whole Amount, if on any date the Borrower or any Subsidiary thereof shall receive Net Cash Proceeds in an amount equal to or exceeding (i) $250,000 in any single transaction or series of related transactions or (ii) $250,000 in the aggregate for all transactions during the term of this Agreement from any Asset Sale or Recovery Event then the Borrower or such Subsidiary shall, at the option of the Lender in accordance with Section 2.6(gh), prepay, or cause to be prepaid, the Term LoanLoans, on or prior to the date which is five (5) Business Days after the date of the realization or receipt of Net Cash Proceeds of any such transaction. (iii) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the Borrower or any such Subsidiary of its Subsidiaries other than (a) the exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of such Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans Proceeds, in the manner set forth in clause (vi) below in amounts an amount equal to one hundred percent (100%) of the aggregate such Net Cash Proceeds from any Disposition by Proceeds, in each case, to be applied as set forth in Section 2.6(gh). (d) If the Borrower or any its Subsidiaries receive payment of its Subsidiaries. Such prepayments shall accounts receivable on or after January 1, 2026, the Borrower or such Subsidiary shall, at the option of the Lender in accordance with Section 2.6(gh), prepay, or cause to be made within prepaid the Term LoanLoans, on a monthly basis, no later than five (5) Business Days after receipt the end of each month (provided that such date for payment is prior to the Maturity Date), in an amount equal to fifteen percent (15.0%) of the aggregate amount of payments of accounts receivable actually received during such prior month, net of any cost of collection incurred not in the ordinary course of business. For avoidance of doubt, neither the Make-Whole Amount nor the Prepayment Premium is due or payable on any prepayment under this Section 2.6(d). (e) Subject to the payment of the Make-Whole Amount and the Prepayment Premium, in the event that a Change of Control shall occur, the Borrower or such Subsidiary shall, at the option of the Lender in accordance with Section 2.6(gh), prepay, or cause to be prepaid, all of the outstanding Term LoanLoans, on or prior to the date which is two (2) Business Days after the date of such Change of Control. (f) Subject to the payment of the Make-Whole Amount, if the Borrower receives Net Cash Proceeds from any sale or issuance of any such transaction the Capital Stock of the Borrower, then the Borrower shall, at the option of the Lender in accordance with Section 2.6(h), prepay, or cause to be prepaid, the Tranche B Term Loan on or prior to the date which is thirty (30) days after the date of the receipt by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder (A) in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to the terms of the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (v) The Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts an amount equal to the lesser of (i) one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by or (ii) the Borrower principal amount of such Tranche B Term Loan outstanding on such date of prepayment, together with all accrued and unpaid interest thereon and any outstanding fees or any of its Subsidiaries premium, if any, payable in similar replacement assetsaccordance with the Loan Documents, in each case, to be applied as set forth in Section 2.6(h).