Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 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 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (a) If at any time, Within (i) ten Business Days following the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result date of any currency fluctuation)Collateral Disposition involving a Mortgaged Vessel (other than a Collateral Disposition constituting an Event of Loss) and (ii) the earlier of (A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Mortgaged Vessel and (B) the date of receipt by Borrower, the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside or the Administrative Agent of the ordinary course insurance proceeds relating to such Event of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m))Loss, subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay be required to repay the Loans in an amount equal to 100% the product of such Net Cash Proceeds (and, to x) the extent such Net Cash Proceeds exceed sum of the then outstanding aggregate principal amount of Indebtedness under the Senior Credit Facilities and the Loans outstanding, Cash Collateralize Letters and (y) a fraction (A) the numerator of Credit in an amount which is equal to up the appraised value (as determined in accordance with the most recent report delivered to 101% of the aggregate maximum drawable amount of such Letters of Credit). Administrative Agent (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 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 obtained by the Administrative Agent Agent) pursuant to any loan account(sSection 8.01(c) of the Borrower, at Mortgaged Vessel or Mortgaged Vessels which is/are the subject of such Collateral Disposition and (B) the denominator of which is equal to the Aggregate Mortgaged Vessel Value (as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent’s option) pursuant to Section 8.01(c) before giving effect to such Collateral Disposition); provided that (I) the foregoing payment shall be reduced by the amount of any mandatory prepayment made under the Senior Credit Facilities with respect to such Collateral Disposition and (II) if prior to the date on which payment is due hereunder, on the Borrower provides the Administrative Agent with written notice of its intent to consummate a Vessel Exchange with the proceeds, then so long as no Default or Event of Default is continuing, the Credit Parties may use the funds received in such Collateral Disposition in accordance with the provisions of Section 9.02(a), provided further that, if a Default or Event of Default occurs after the date of such payment. Interest Collateral Disposition and before the procedures set forth in Section 9.02(a) are completed, the Parent shall accrue and be dueapply the proceeds of such Collateral Disposition in accordance with Section 4.02(a); provided further, until the next Business Day, if the amount so paid by the Borrower that to the bank account designated by extent excess proceeds remain after any Vessel Exchange, such excess shall be applied first to repay the Administrative Agent for such purpose is received in such bank account after 3:00 p.m.Senior Credit Facilities and second to repay the Loans. (db) At all times after the occurrence and during the continuance of Cash Dominion Period and notification thereof by the Administrative Agent Notwithstanding anything to the Borrower (subject to contrary contained elsewhere in this Agreement, all then outstanding Loans shall be repaid in full on 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataMaturity Date.

Mandatory Prepayments. (ai) If Except as provided in Section 2.8, if at any timetime the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the aggregate 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 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 Revolving Loans and third, with respect to any Letters of Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as then outstanding, to a result payment of any currency fluctuation), the Borrower shall forthwith, upon notification cash collateral into a cash collateral account opened by the Administrative Agent, prepayfor the benefit of the Lenders in an amount requested by the Administrative Agent which, in the applicable currencyany case, the Swing Loans first and then the other Loans then outstanding will not be in excess of an amount equal to such excess. If any such excess remains after repayment in full one hundred five percent (105%) of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excessObligations. (bii) 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 Subsidiaries receives shall receive proceeds from (A) any Net Cash Proceeds arising from insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Disposition in respect Collateral or (B) the sale (or series of any Current Asset Collateral outside sales) or other disposition of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor AgreementCollateral, the Borrower Borrowers shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to one hundred percent (100% %) of such Net Cash Proceeds (andproceeds, 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 which proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments in respect of the Loans pursuant to this Section 2.9 therefrom 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 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 applied by the Administrative Agent for such purpose is received in such bank the account after 3:00 p.m. (d) At all times after of the occurrence and during the continuance of Cash Dominion Period and notification thereof by the Administrative Agent Lenders first to the Borrower (subject principal amount of outstanding Swingline Loans and second to the provisions principal amount of Section 10.3 and to the terms outstanding Revolving Loans, without a corresponding reduction of the Security Agreement), on each Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataAggregate Commitment.

Mandatory Prepayments. Notwithstanding the provisions of Section 6.4 hereof, and subject to the terms of Section 7.b. of the Term B Loan Intercreditor Agreement: (a) If at Upon the receipt by any time, Borrower or any of its Subsidiaries of any Extraordinary Receipts in excess of $250,000 in the aggregate principal amount of Revolving Credit Outstandings exceeds in any fiscal year: (i) if such Extraordinary Receipts are the aggregate Maximum Credit at such time (including as a result proceeds of any currency fluctuation)Canadian Pension Plan, then Borrowers shall immediately prepay the Borrower shall forthwith, upon notification by Obligations and the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding Term B Loan Debt in an amount equal to fifty (50%) percent of such excess. If Extraordinary Receipts (net of any reasonable expenses incurred in collecting such excess remains after repayment in full Extraordinary Receipts) as follows: first, to the outstanding principal amount of the aggregate Term Loans until paid in full, and second, at Borrowers’ option, to either (A) the outstanding Swing principal amount of the Term B Loan, or (B) the outstanding principal amount of the Revolving Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations so long as (in the manner set forth in Section 10.5 case of this clause (B) only) Agent establishes and maintains a permanent Reserve in an amount equal to the Dollar Equivalent of 101% amount of such excess.proceeds that are so applied by the prepayment of the Revolving Loans; (bii) If if such Extraordinary Receipts are the proceeds of Inventory or Accounts, then Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to one hundred (x100%) percent of such Extraordinary Receipts (net of any reasonable expenses incurred in collecting such Extraordinary Receipts) as follows: first, to the outstanding principal amount of the Revolving Loans until paid in full, second, to the outstanding principal amount of the Term Loans until paid in full, and third, to the outstanding principal amount of the Term B Loan until paid in full; and (iii) if such Extraordinary Receipts are the proceeds of any Collateral (other than Inventory or Accounts or the proceeds of any Canadian Pension Plan), then Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to one hundred (100%) percent of such Extraordinary Receipts (net of any reasonable expenses incurred in collecting such Extraordinary Receipts) as follows: first, to the outstanding principal amount of the Term Loans until paid in full, and second, at any time during a Cash Dominion Period Borrowers’ option, to either (A) the outstanding principal amount of the Term B Loan, or (yB) in respect the outstanding principal amount of any Disposition that would result the Revolving Loans so long as (in the occurrence case of this clause (B) only) Agent establishes and maintains a Cash Dominion Periodpermanent Reserve in an amount equal to the amount of such Extraordinary Receipts that are so applied to the prepayment of the Revolving Loans; provided, however, that (A) so long as no Default or Event of Default has occurred and is continuing, on the date any Loan Party Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising Extraordinary Receipts consisting of insurance proceeds from one or more policies covering, or proceeds from any Disposition judgment, settlement, condemnation or other cause of action in respect of, the loss, damage, taking or theft of any Current Asset Collateral outside property or assets, such Extraordinary Receipts may, at the option of the ordinary course of Borrowers, be applied to repair, refurbish or replace such property or assets or acquire replacement property or assets for the property or assets so lost, damaged or stolen or other property or assets used or useful in the business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)Borrower for the property or assets so disposed, provided, that (w) Agent has a first priority Lien on such replacement (or repaired or restored) property or assets, (y) (I) such insurance proceeds are delivered to Agent to hold in escrow until required to be used in accordance with this Agreement or (II) Agent establishes a Reserve in the amount of such insurance proceeds until such time as such proceeds are applied to repair, refurbish or replace such property or assets or acquire replacement property or assets for the property or assets so lost, damaged or stolen or other property or assets used or useful in the business of any Borrower for the property or assets so disposed, (y) Borrowers deliver to Agent within 10 days after the date of receipt of such Extraordinary Receipts a certificate stating that such Extraordinary Receipts shall be used to repair or refurbish such property or assets or to acquire such replacement property or assets for the property or assets so lost, damaged or stolen or such other property or assets used or useful in the business of any Borrower within one (1) year after the date of receipt of such Extraordinary Receipts (which certificate shall set forth an estimate of the Extraordinary Receipts to be so expended), subject and (z) if such Extraordinary Receipts are the proceeds of Real Property and aggregate $1,000,000 or more, Borrowers shall obtain the prior written consent of Agent, and if all or any portion of such Extraordinary Receipts described in this clause (A) are not so used within one (1) year after the date of receipt of such Extraordinary Receipts, such unused Extraordinary Receipts shall be applied to prepay the Intercreditor AgreementObligations and the Term B Loan Debt in accordance with this Section 2.4(a), (B) pending any such reinvestment described in clause (A) above, the Extraordinary Receipts shall be applied as a prepayment of Revolving Loans. Any Extraordinary Receipts applied to repair, refurbish or replace Collateral pursuant to and in accordance with this Section 2.4(a) shall not be deemed Capital Expenditures for purposes of this Agreement. (b) Upon the issuance or sale by any Borrower shall promptly (but in or any event within five (5) Business Days of its Subsidiaries of Capital Stock of such receiptBorrower or Subsidiary as permitted in Sections 9.7(b)(iii) and (iv) hereof, or the issuance or incurrence by any Borrower or any of its Subsidiaries of any Indebtedness of the type described in Section 9.9(e) hereof, Borrowers shall immediately prepay the Loans Obligations and the Term B Loan Debt in an amount equal to one hundred (100% %) percent of the Net Cash Proceeds received by such Borrower or Subsidiary in connection therewith as follows: first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (A) the outstanding principal amount of the Term B Loan, or (B) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (B) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds (and, that are so applied to the extent prepayment of the Revolving Loans. The provisions of this subsection (b) shall not be deemed to be implied consent to any such Net Cash Proceeds exceed issuance, incurrence or sale otherwise prohibited by the aggregate principal amount terms and conditions of Loans outstandingthis Agreement. (i) Upon the sale or other disposition of any Collateral by any Borrower or any of its Subsidiaries as permitted in Sections 9.7(b)(ii), Cash Collateralize Letters (vi), (vii) or (x) hereof, or the sale or other disposition of Credit any Collateral by any Borrower or any of its Subsidiaries not otherwise permitted by the terms of this Agreement but consented to by the Required Lenders, Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to up to 101% one hundred (100%) percent of the aggregate maximum drawable amount of Net Cash Proceeds received by such Letters of Credit).Borrower or such Subsidiary in connection with such sale or other disposition as follows: (cA) Subject to Section 3.5 hereofif such sale or other disposition includes Inventory or Accounts, all such payments in respect then the portion of the Loans pursuant Net Cash Proceeds attributable to this Section 2.9 such Inventory or Accounts shall be without premium or penalty. All interest accrued on applied, first, to the outstanding principal amount of the Revolving Loans until paid pursuant in full, second, to this Section 2.9 the outstanding principal amount of the Term Loans until paid in full, and third, to the outstanding principal amount of the Term B Loan until paid in full; and (B) if such sale or other disposition includes any Collateral (other than Inventory or Accounts), then the portion of the Net Cash Proceeds attributable to such other Collateral shall be paidapplied, first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (x) the outstanding principal amount of the Term B Loan, or may be charged (y) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (y) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied to the prepayment of the Revolving Loans. (ii) Upon the sale or other disposition of the Capital Stock, assets or properties of an Exempt Subsidiary as permitted in Section 9.7(b)(ix) hereof, Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to the lesser of (x) one hundred (100%) percent of the Net Cash Proceeds received by the Administrative Agent applicable Borrower, Guarantor or Subsidiary in connection with such sale or other disposition or (y) the amount equal to any loan account(sfour (4) times TTM EBITDA of such Exempt Subsidiary for the period of twelve (12) consecutive fiscal months ended on the last day of the Borrower, at the Administrative Agent’s option, on month immediately preceding the date of such payment. Interest sale or other disposition for which Agent has received financial statements of Parent and its Subsidiaries as follows: (A) if such sale or other disposition includes Inventory or Accounts, then the portion of the Net Cash Proceeds from such sale or other disposition attributable to such Inventory or Accounts shall accrue be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, second, to the outstanding principal amount of the Term Loans until paid in full, and third, to the outstanding principal amount of the Term B Loan until paid in full; and (B) if such sale or other disposition includes any Collateral (other than Inventory or Accounts), then the portion of the Net Cash Proceeds attributable to such other Collateral shall be dueapplied, first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (x) the next Business Dayoutstanding principal amount of the Term B Loan, if or (y) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (y) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied to the prepayment of the Revolving Loans. (iii) Upon the sale or other disposition of the Capital Stock of Indiana Tube Denmark as permitted in Section 9.7(b)(v) hereof, Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to fifty (50%) percent of the Net Cash Proceeds received by H&H International in connection with such sale or other disposition as follows: (A) if such sale or other disposition includes Inventory or Accounts, then the portion of the Net Cash Proceeds from such sale or other disposition attributable to such Inventory or Accounts shall be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, second, to the outstanding principal amount of the Term Loans until paid in full, and third, to the outstanding principal amount of the Term B Loan until paid in full; and (B) if such sale or other disposition includes any Collateral (other than Inventory or Accounts), then the portion of the Net Cash Proceeds attributable to such other Collateral shall be applied, first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (x) the outstanding principal amount of the Term B Loan, or (y) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (y) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied to the prepayment of the Revolving Loans. (iv) The provisions of this subsection (c) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited 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.terms and conditions of this Agreement. (d) At all times after All prepayments of the occurrence and during Term Loans under this Section 2.4 shall be applied against the continuance remaining installments (if any) of Cash Dominion Period and notification thereof by principal due on the Administrative Agent Term Loans in the inverse order of maturity. Notwithstanding anything to the Borrower (subject contrary in this Section 2.4, all prepayments of principal under this Section 2.4 shall be made together with accrued and unpaid interest thereon to the provisions date of Section 10.3 and to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratasuch prepayment.

Mandatory Prepayments. (ai) If at any time, time the aggregate principal amount of Revolving Credit Outstandings exceeds exceed the aggregate Maximum Revolving Credit at such time Commitment (including as a result of any other than to the extent resulting from fluctuations in currency fluctuationexchange rates), the Borrower shall forthwith, agrees to repay immediately upon notification by notice from the Administrative Agent, prepay, in by payment to the applicable currency, Administrative Agent for the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full account of the aggregate outstanding Swing Loans and the other LoansRevolving Credit Lenders, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans outstanding, Cash Collateralize Letters Extensions of Credit in an amount equal to up such excess with each such repayment applied first, to 101% the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding 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 aggregate maximum drawable Revolving Credit Lenders, in an amount of equal to such excess remaining after taking into account any Cash Collateral already on deposit with the Administrative Agent with respect to Letters of CreditCredit (such Cash Collateral to be applied in accordance with Section 12.2(b), except that, unless an Event of Default has occurred and is continuing, such Cash Collateral shall not be applied to any other Secured Obligations and shall be released to the Borrower as and to the extent such excess is reduced, notwithstanding that other Secured Obligations remain outstanding). (cii) Subject to Section 3.5 hereof, all such payments in respect If at any time the Revolving Credit Outstandings exceed 105% of the Loans pursuant Revolving Credit Commitment, then to this Section 2.9 shall be without premium or penalty. All interest accrued on the extent resulting from fluctuations in currency exchange rates, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit 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 Revolving Credit Loans paid pursuant to this Section 2.9 shall be paidand third, or may be charged by the Administrative Agent with respect to any loan account(s) Letters of the BorrowerCredit then outstanding, 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 a payment of Cash Dominion Period and notification thereof Collateral into a Cash Collateral account opened 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 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 expense reimbursements then due to the Administrative Agent, for the Issuers and benefit of the Lenders Revolving Credit Lenders, in an amount equal to such excess remaining after taking into account any Cash Collateral already on deposit with the Administrative Agent with respect to Letters of Credit (other than such Cash Collateral to be applied in connection accordance with Cash Management Obligations, Obligations in respect of Secured Hedge Agreements or any Revolving Commitment IncreasesSection 12.2(b), pro rataexcept that, second unless an Event of Default has occurred and is continuing, such Cash Collateral shall not be applied to pay interest due any other Secured Obligations and payable in respect of any Loans (including Swing Loans) and any Protective Advances that may shall be outstanding, pro rata, third released 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) Borrower as and to Cash Collateralize outstanding Letter of Credit Obligationsthe extent such excess is reduced, pro ratanotwithstanding that other Secured Obligations remain outstanding).

Mandatory Prepayments. The Administrative Agent shall calculate the Dollar Equivalent Amount of all Loans and Letter of Credit Usage denominated in an Alternate Currency at the time of (a) each Borrowing or issuance of a Letter of Credit, (b) on the last Business Day of each month during each Interest Period longer than one month in duration, and (c) at such times as may be deemed necessary by the Administrative Agent in its sole discretion, if the outstanding Dollar Equivalent Amount of the Loans and Letter of Credit Usage for any Tranche equals or exceeds ninety-eight percent (98%) of the Tranche Commitment or the outstanding Dollar Equivalent Amount of the Loans and Letters of Credit Usage for all Tranches equals or exceeds the Facility Amount. If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time the Dollar Equivalent Amount for a Tranche or for all Tranches, as the case may be, of the sum of: (including i) all outstanding Loans in respect of such Tranche or all Loans, as a result the case may be; and (ii) Letter of any currency fluctuation)Credit Usage in respect of such Tranche or all Letter of Credit Usage, as the Borrower shall forthwith, upon notification case may be; so determined by the Administrative Agent, prepay, in the applicable currencyaggregate, the Swing Loans first and then the other Loans then outstanding in exceeds an amount equal to one hundred and five percent (105%) of a Tranche Commitment or Facility Amount, as applicable, one or more Borrowers, within three (3) Business Days after notice thereof from the Administrative Agent, shall repay all or a portion of such excess. If any such excess remains after repayment in full Loans (or reduce the amount of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations Usage), otherwise in accordance with the applicable terms of this Agreement, in such amount so that, following the making of such payment, the Dollar Equivalent Amount outstanding of such Loans and Letter of Credit Usage does not exceed the applicable Tranche Commitments or the Facility Amount. If at any such time the sum of: (A) the Dollar Equivalent Amount of all outstanding Aggregate Loans; (B) the Dollar Equivalent Amount of all Letter of Credit Usage and (C) the Dollar Equivalent Amount of all Rupee Letter of Credit Usage; so determined by the Administrative Agent, in the manner set forth in Section 10.5 in aggregate, exceeds an amount equal to the Dollar Equivalent of 101% of such excess. one hundred and five percent (b105%) 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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business Facility Amount, one or more Borrowers, within three (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (53) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 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 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 Dominion Period and notification notice 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 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 expense reimbursements then due to from the Administrative Agent, shall repay all or a portion of Loans made pursuant to this Agreement (or reduce the Issuers and the Lenders (other than in connection with Cash Management Obligations, Obligations in respect amount 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) 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) and to Cash Collateralize outstanding Letter of Credit ObligationsUsage), pro rataotherwise in accordance with the applicable terms of this Agreement or, at the option of the Guarantors, the borrower or borrowers under the Rupee Facility shall repay all or a portion of loans made pursuant thereto (or reduce the amount of outstanding Rupee Letter of Credit Usage thereunder), in such amount so that, following the making of such payment, the Dollar Equivalent Amount outstanding of all Aggregate Loans, Letter of Credit Usage and Rupee Letter of Credit Usage does not exceed the Facility Amount.

Mandatory Prepayments. (ai) If at If, as of the last day of any timemonth, (A) the sum of (x) the aggregate outstanding principal balance of the Term Loans on such date, plus (y) the aggregate outstanding principal balance of the LC Obligations on such date, plus (z) the Letter of Credit Usage on such date exceeds (B) the Borrowing Base (such excess being referred to as the "Limiter Excess"), then Borrowers shall, within 3 Business Days thereafter, prepay, without penalty or premium, the aggregate outstanding principal amount of Revolving Credit Outstandings exceeds the Obligations in accordance with Section 2.4(e) in an aggregate Maximum Credit at such time amount equal to the Limiter Excess. (ii) Immediately upon the receipt by any Loan Party of the proceeds of any voluntary or involuntary sale or disposition by any Loan Party of property or assets constituting Collateral (including casualty losses or condemnations but excluding sales or dispositions which qualify as a result Permitted Dispositions (other than clause (l) of any currency fluctuationthe definition of Permitted Dispositions)), Borrowers shall prepay the Borrower shall forthwith, upon notification by outstanding principal amount of the Administrative Agent, prepay, Obligations in the applicable currency, the Swing Loans first and then the other Loans then outstanding accordance with Section 2.4(e) in an amount equal to such excess. If any such excess remains after repayment in full 100% of the aggregate outstanding Swing Loans Net Cash Proceeds (including condemnation awards and the other Loanspayments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, the so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Administrative Borrower shall Cash Collateralize have given Agent prior written notice of Borrowers' intention to apply such monies to the Letter costs of Credit Obligations replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the manner set forth business of Loan Parties, (C) the monies are held in Section 10.5 a cash collateral account in an amount equal which Agent has a perfected first-priority security interest, and (D) the applicable Loan Party completes such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Loan Parties shall have the option to apply such monies to the Dollar Equivalent costs of 101% replacement of the property or assets that are the subject of such excesssale or disposition or the costs of purchase or construction of other assets useful in the business of Loan Parties unless and to the extent that such applicable period shall have expired without such replacement, purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be paid to Agent and applied in accordance with Section 2.4(e). Nothing contained in this Section 2.4(d)(ii) shall permit Loan Parties to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (biii) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in Immediately upon the occurrence of a Cash Dominion Period, receipt by any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside Extraordinary Receipts with respect to Collateral, Borrowers shall prepay the outstanding principal amount of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Obligations in accordance with Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (52.4(e) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (andiv) Immediately upon the issuance or incurrence by any Loan Party of any Indebtedness (other than Indebtedness permitted under Section 6.1) or the issuance by any Loan Party of any shares of Loan Parties' Stock (other than in the event that any Loan Party forms a Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to any such Loan Party), Borrowers shall prepay the extent such Net Cash Proceeds exceed the aggregate outstanding principal amount of Loans outstanding, Cash Collateralize Letters of Credit the Obligations in accordance with Section 2.4(e) in an amount equal to up to 101100% of the aggregate maximum drawable amount of Net Cash Proceeds received by 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 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 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than Person in connection with Cash Management Obligations, Obligations in respect such issuance or incurrence. The provisions of Secured Hedge Agreements this Section 2.4(d)(iv) shall not be deemed to be implied consent to any such issuance or any Revolving Commitment Increases), pro rata, second to pay interest due incurrence otherwise prohibited by the terms and payable in respect conditions of any Loans (including Swing 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratathis Agreement.

Mandatory Prepayments. (a) If at any time, time the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full sum of the aggregate outstanding Outstanding Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans and the other Loans, the Borrower shall Cash Collateralize the aggregate Letter of Credit Obligations in Liabilities exceeds the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 PeriodTotal Revolving Credit Commitment, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, then the Borrower shall promptly (but in any event shall, within five (5) Business Days of such receipt) prepay occurrence pay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, excess to the extent such Net Cash Proceeds exceed Agent for the aggregate principal respective accounts of 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 Swing Loans outstanding, Cash Collateralize Letters shall be paid solely to the Swing Loan Lender and the amount of Credit in an amount equal any Bid Loan shall be paid solely to up to 101% the applicable Bid Loan Lender. (b) If at any time the sum of the aggregate maximum drawable 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 (ii) the Unencumbered Asset Pool Availability, then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such Letters excess to the Agent for the respective accounts of Credit)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 Swing 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. (c) Subject to Section 3.5 hereof, all such payments in respect If at any time the sum of the Loans pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on the aggregate outstanding principal amount of the Bid Loans paid exceeds the Bid Loan Sublimit, then Borrower shall, within five (5) Business Days of 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 additional amounts payable 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 such bank account after 3:00 p.m.§4.8. (d) At all times after If at any time 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 sum of the Security Agreement)aggregate Outstanding U.S. Dollar Revolving Credit Loans, on each Business DayOutstanding Swing Loans, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers Outstanding Bid Loans and the 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) 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) and to Cash Collateralize outstanding aggregate Letter of Credit ObligationsLiabilities exceeds the Total U.S. Dollar Revolving Credit Commitment, pro ratathen the Borrower shall, within five (5) Business Days of 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 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 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 determining compliance with §3.2(a), §3.2(b), §3.2(e) , the Outstanding amount of the Alternative Currency/Dollar Revolving Credit Loans which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar quarter prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Alternative Currency/Dollar Revolving Credit Loans (determined as of such day prior to 11:00 a.m.

Mandatory Prepayments. (a) If at any time: (a) the Dollar Equivalent of the sum of (i) all outstanding Loans denominated in an Alternative Currency, (ii) all outstanding Loans denominated in Dollars made against the aggregate principal amount Alternative Currency Commitments, (iii) the outstanding Letter of Revolving Credit Outstandings exceeds Usage for Alternative Currency Letters of Credit, and (iv) the aggregate Maximum Letter of Credit at such time (including as a result Usage for Letters of any currency fluctuation)Credit denominated in Dollars issued against the Alternative Currency Commitments, the Borrower shall forthwith, upon notification so determined by the Administrative Agent, prepay, in the applicable currencyaggregate, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full exceeds 105% of the aggregate outstanding Swing Loans and the other LoansAlternative Currency Commitment, the Borrower shall Cash Collateralize repay (and cause the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal applicable Qualified Borrowers to the Dollar Equivalent of 101% of repay) such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount (such amount, the “Alternative Currency Excess”) equal to 100% the lesser of (x) the amount necessary to eliminate such Net Cash Proceeds excess and (and, to the extent such Net Cash Proceeds exceed y) 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 hereofLoans, all and if 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 excess is not eliminated by the Administrative Agent to any loan account(s) of the Borrower, at the Administrative Agent’s option, on the date reason of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by prepayment 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 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 Agent shall apply all Same Day Funds credited to the Concentration Account and all amounts received pursuant to Section 2.9(b), first to will pay any fees or expense reimbursements then due to the Administrative Agent, for deposit in the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit ObligationsCollateral Account, pro rataCash Collateral with respect to the Letters of Credit issued against the Alternative Currency Commitments in the amount necessary to eliminate such excess; or (b) the Dollar Equivalent of the sum of (i) all outstanding Loans and (ii) the Letter of Credit Usage so determined by the Administrative Agent, in the aggregate, exceeds 105% of the Commitments, the Borrower shall repay (and cause the applicable Qualified Borrowers to repay) such Loans in an amount (such amount, the “Commitment Excess”) equal to the lesser of (x) the amount necessary to eliminate such excess and (y) the aggregate amount of such Loans, and if such excess is not eliminated by reason of such prepayment Borrower will pay to the Administrative Agent, for deposit in the Letter of Credit Collateral Account, Cash Collateral with respect to the Letters of Credit in the amount necessary to eliminate such excess.

Mandatory Prepayments. Borrower shall make mandatory prepayments (“Mandatory Prepayments”) as set forth in this Section. Borrower shall make Mandatory Prepayments to the Senior Note Holders for amounts owing under the Senior Notes and to the lenders under the Rabobank Agreement (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such the Net Proceeds of Stock and 100% of the Net Cash Proceeds received by Borrower or a Subsidiary in respect of any offering by Borrower of Subordinated Debt (andother than an offering which increases the outstandings under Borrower’s Subordinated Loan Certificates, or Subordinated Capital Certificates of Interest in existence prior to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Credit Execution Date and described on Exhibit 4.7 hereto); (b) in an amount equal to up to 101100% of the aggregate maximum drawable amount Net Cash Proceeds from any sale or other disposition by Borrower of such Letters any inventory (other than sales of Creditinventory in the ordinary course). ; (c) Subject in an amount equal to 100% of the Net Cash Proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, any sale of the assets of the Pork Division, any sale or other disposition of the SSC Securities and any sale or dispositions permitted by Section 3.5 hereof10.5(d)), or series of related sales or dispositions, by Borrower of any assets not otherwise referenced above in this Section, where the Net Cash Proceeds exceed $5,000,000 for any such sale or $10,000,000 in the aggregate for all such payments sales; and (d) in respect an amount equal to 100% of the Loans Net Cash Proceeds from the sale or other disposition of the SSC Securities if Borrower would be otherwise obligated to use any portion of such Net Cash Proceeds to redeem any of the Senior Unsecured Notes under the Senior Unsecured Note Documents. Each such Mandatory Prepayment of Net Cash Proceeds or Net Proceeds of Stock shall be due immediately upon the receipt by Borrower of such Net Cash Proceeds or Net Proceeds of Stock. All Mandatory Prepayments required pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on 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 amount of outstanding under their respective Senior Notes and Revolving Loans; provided, however, that if the Loans paid Senior Note Holders (other than CoBank) waive in writing their right to receive a Mandatory Prepayment pursuant to this Section 2.9 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 this Section 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 applied as provided in such bank account after 3:00 p.m. (d) 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataSubsection 4.6.2 hereof.

Mandatory Prepayments. (a) The Administrative Agent shall calculate the Dollar Equivalent Amount of all Loans denominated in an Alternate Currency at the time of each Borrowing thereof and on the last Business Day of each month during each Interest Period longer than one month in duration. If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result y) the Dollar Equivalent Amount of any currency fluctuation)the sum of (i) all outstanding Loans denominated in an Alternate Currency, (ii) all outstanding Loans denominated in Dollars made against the Borrower shall forthwithAlternate Currency Commitment, upon notification (iii) the outstanding Dollar Equivalent Amount of the Letter of Credit Usage for Alternate Currency Letters of Credit, and (iv) the Letter of Credit Usage for Letters of Credit denominated in Dollar issued against the Alternate Currency Commitment, so determined by the Administrative Agent, prepayin the aggregate, exceeds the Alternate Currency Sublimit, Borrower shall repay (and cause the applicable Qualified Borrowers to repay) all or a portion of such Loans, otherwise in accordance with the applicable terms of this Agreement, in such amount so that, following the applicable currencymaking of such payment, the Swing Dollar Equivalent Amount outstanding of such Loans first and then Letter of Credit Usage does not exceed the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full Alternate Currency Sublimit, or (z) the Dollar Equivalent Amount of the aggregate sum of (i) all outstanding Swing Loans and (ii) the other Loans, the Borrower shall Cash Collateralize outstanding Dollar Equivalent Amount of the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted Usage so determined by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 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 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 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 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 expense reimbursements then due to the Administrative Agent, in the Issuers aggregate, exceeds the Commitments, Borrower shall, in each case, repay (and cause the Lenders (other than in connection with Cash Management Obligations, Obligations in respect of Secured Hedge Agreements applicable Qualified Borrowers to repay) all or any Revolving Commitment Increases), pro rata, second to pay interest due and payable in respect of any Loans (including Swing 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 a portion of the Loans, otherwise in accordance with the applicable terms of this Agreement, in such amount so that, following the making of such payment, the Dollar Equivalent Amount outstanding of Loans (including Swing Loans) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataUsage does not exceed the Commitments.

Mandatory Prepayments. (a) If at any time, time and for any reason (other than fluctuations in currency exchange rates) the aggregate principal amount Dollar Amount of the Revolving Credit Outstandings exceeds Obligations are greater than the aggregate Maximum Credit at such time (including as a result of any currency fluctuation)Aggregate Revolving Loan Commitment, either the Domestic Borrower or the Japanese Borrower shall forthwith, upon notification by promptly (and in any case within three (3) Business Days) make a mandatory prepayment of the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding Revolving Credit Obligations in an amount equal to such excess. If In addition, if the L/C Obligations outstanding at any time are greater than the Aggregate Revolving Loan Commitment at such excess remains after repayment in full time minus the sum of the aggregate outstanding Swing principal amount of the Revolving Loans at such time and the other Loansoutstanding principal amount of the Swing Line Loans at such time, the Borrower Borrowers shall Cash Collateralize either prepay the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to such excess or deposit cash collateral with the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans Administrative Agent in an amount in Dollars equal to 100% of such Net Cash Proceeds (and, to excess. On 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 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 date any prepayment is received by the Administrative Agent Agent, such prepayment shall be applied first to Floating Rate Loans and to any loan account(s) Eurocurrency Rate Loans maturing on such date and then to subsequently maturing Eurocurrency Rate Loans in order of maturity. On the Borrowerlast Business Day of each month, 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 shall calculate the aggregate outstanding principal balance of the Japanese Yen Loans in Dollars. If such purpose is received balance, as calculated in Dollars exceeds the Japanese Yen Sublimit by more than US$1,000,000, then the Borrowers, within three (3) days of notice thereof from the Administrative Agent shall make a mandatory prepayment of the Japanese Yen Loans in such bank account after 3:00 p.m. amount as necessary to cause the outstanding balance thereof to equal or be less than the Japanese Yen Sublimit. Such calculation (dand resulting prepayments) At all times after the occurrence and may occur more frequently during the continuance of Cash Dominion Period and notification thereof by the Administrative Agent a Default in addition to the Borrower foregoing, if at any time: (subject x) the Dollar Amount of the Revolving Credit Obligations exceeds one hundred five percent (105%) of the Aggregate Revolving Loan Commitment, whether as a result of fluctuations in currency exchange rates or otherwise, the Borrowers for the ratable benefit of the Lenders shall promptly prepay Loans in an aggregate amount such that after giving effect thereto the Dollar Amount of the Revolving Credit Obligations is less than or equal 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than in connection with Cash Management Obligations, Obligations in respect of Secured Hedge Agreements or any Aggregate Revolving Commitment Increases), pro rata, second to pay interest due and payable in respect of any Loans (including Swing 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataLoan Commitment.

Mandatory Prepayments. (a) If at Upon (i) the occurrence of a Change in Control of the Company, (ii) a transfer of all or substantially all of the assets of the Company to any timePerson 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 shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a “Sale Event”), or (iv) the occurrence of a Registration Default which continues uncured for a period of twenty (20) days, then, in each case, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwithCompany shall, upon notification by request of the Administrative AgentMajority Holders, prepay, in redeem the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excessConvertible Note. If The redemption price payable upon any such excess remains after repayment redemption shall be the redemption price in full Section 5 of the aggregate outstanding Swing Loans and Convertible Note (referred to herein as the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess"Formula Price"). (b) If (x) at any time during a Cash Dominion Period At the option of Purchaser, upon the consummation of one or (y) in respect more Financings, the Company shall use 25% of any Disposition 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 Disposition in respect of any Current Asset Collateral outside of the ordinary course of business therefrom (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of unless such Net Cash Proceeds (and, from each such Financing is less than $250,000) to redeem 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)Convertible Note. (c) Subject to Section 3.5 hereof, all such payments in respect Upon the issuance of the Loans pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on Maximum Number of Shares, the principal amount receipt by the Company of Notice of Conversion requiring the issuance of shares of Common Stock in excess of the Loans paid pursuant to this Section 2.9 shall be paidMaximum Number of Shares, or may be charged by and the Administrative Agent to any loan account(s) of the Borrower, at the Administrative Agent’s option, on the date failure within 70 days of such payment. Interest issuance to obtain 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 accrue and be due, until redeem the next Business Day, if outstanding balance of each Convertible Note for 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.Formula Price. (d) At all times after In the occurrence and during event that there is an insufficient number of authorized, issuable, shares of Common Stock registered under the continuance of Cash Dominion Period and notification thereof Registration Statement filed by the Administrative Agent Company to allow Purchaser to fully convert the Convertible Note and exercise all Warrants held by Purchaser and sell such shares issued thereon, then the Company shall immediately file an amendment to the Borrower then current Registration Statement to register a sufficient number of such shares to convert said Convertible Note and Warrants. Upon the failure within twenty (subject 20) Trading Days measured from the date of filing the Registration Statement to register a sufficient number of such shares, the Company shall redeem the outstanding balance of each Convertible Note for the Formula Price. In addition, failure of the Company to register a sufficient number of such shares to fully convert said Convertible Note and exercise such Warrants shall be a Registration Default under Section 10.4(e) from the date of the Notice of Conversion to the provisions of Section 10.3 and to the terms date of the Security Agreement), on each Business Day, at or before 1:00 p.m., earlier of (i) the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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 redemption of the Loans outstanding balance of the Convertible Note or (including Swing Loansii) full conversion of the Convertible Note and to Cash Collateralize outstanding Letter exercise of Credit Obligations, pro rataall such Warrants.

Mandatory Prepayments. (ai) If at any time, time the aggregate outstanding principal amount of Revolving Credit Outstandings all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the aggregate then available Aggregate Maximum Credit at such time (including as a result of any currency fluctuation)Revolver Amount, the Borrower shall forthwithagrees to repay immediately upon notice from the Administrative Agent, upon notification 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, prepay, in for the applicable currency, benefit of the Swing Loans first and then the other Loans then outstanding Lenders in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans then undrawn and the other Loans, the unexpired amount of such Letters of Credit (such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall Cash Collateralize prepay the Letter of Credit Obligations Loans in the manner set forth in Section 10.5 clause (vi) below in an amount amounts equal to one hundred percent (100%) of the Dollar Equivalent of 101% of such excess. (b) If (x) at aggregate Net Cash Proceeds from any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in Debt Issuance by the occurrence of a Cash Dominion Period, any Loan Party Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (or other than any Current Asset Collateral that is part of any Disposition Debt not permitted by Section 9.5(m)), subject pursuant to the Intercreditor this Agreement, the Borrower . Such prepayment shall promptly (but in any event be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such receipttransaction. (iii) The Borrower shall prepay the Loans in an amount 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 (andB) 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 extent Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of 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 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 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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 of its Subsidiaries in respect of any Loans (including Swing 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratasimilar replacement assets.

Mandatory Prepayments. (ai) If Except as provided in Section 2.8, if at any timetime the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the aggregate Borrowers shall repay promptly upon the earlier of (A) any Responsible Officer of the Administrative Borrower 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 Revolving Loans and third, with respect to any Letters of Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as then outstanding, to a result payment of any currency fluctuation), the Borrower shall forthwith, upon notification cash collateral into a cash collateral account opened by the Administrative Agent, prepayfor the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, in 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 currencyIssuing Banks and the Lenders, the Swing Loans first and then the other Loans then outstanding make a payment of cash collateral in an amount equal to such excess. If any such excess remains after repayment in full into a cash collateral account opened by the Administrative Agent, for the benefit of the aggregate outstanding Swing Loans applicable Issuing Banks and the Lenders. (iii) 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 Loansdisposition of Collateral or Material Trademarks, the Borrower Borrowers shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 prepay Loans in an amount equal to the Dollar Equivalent of 101% one hundred percent (100%) of such excess. (b) If Net Cash Proceeds, which Net Cash Proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments therefrom shall be applied by the 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; provided that such prepayment shall only be required (x) at any time during a Cash Dominion Period or (y) if, after giving effect to any event described in respect of any Disposition that would result in the occurrence of this clause (ii), a Cash Dominion Period, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business Period (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 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 giving effect 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 such bank account after 3:00 p.m. (d) 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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 LoansGrace Period) and any Protective Advances that may would 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratatriggered.

Mandatory Prepayments. (a) If at any time, In the aggregate principal amount of Revolving Credit Outstandings exceeds event the aggregate Maximum Credit at such time (including as a result Borrower receives cash consideration from the issuance or sale of any currency fluctuationDisqualified Equity Interests or any of the Borrower’s Subsidiaries receives cash consideration from the issuance or sale of any of their respective Equity Interests (in each case, other than the issuance of Equity Interests that do not constitute Disqualified Equity Interests in exchange for cancellation of Indebtedness), or the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives cash consideration from the incurrence by any Net Cash Proceeds arising from any Disposition in respect of them of any Current Asset Collateral outside of the ordinary course of business Indebtedness for borrowed money (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)Indebtedness under this Agreement, Permitted Indebtedness (other than as noted in the proviso in this paragraph), subject to the Intercreditor Agreementand Permitted Intercompany Advances), then, in each case, within three Business Days after receipt of such consideration by any such Person, the Borrower shall promptly (but in any event within five (5) Business Days make a mandatory prepayment of such receipt) prepay the Loans Loan in an aggregate amount equal to 100% of such Net Cash Proceeds consideration received by such Person (andnet of reasonable related expenses); provided, however, notwithstanding anything to the extent contrary contained in this Section 2.05(a) but subject to Section 2.05(e), Section 2.05(f) and Section 2.06), (1) if the Borrower issues any Additional Unsecured Subordinated Indebtedness, the Borrower shall within three Business Days after receipt of any cash consideration for such Net Cash Proceeds exceed issuance make a mandatory prepayment of the Loans in an aggregate amount to (i) 75% of such consideration received by the Borrower (net of reasonable related expenses), (ii) 50% of such consideration received by the Borrower (net of reasonable related expenses) if after giving pro forma effect to the incurrence of Additional Unsecured Subordinated Indebtedness, the ratio of the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Credit in an amount equal to up to 101% funded Indebtedness 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 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 Borrower, at the Administrative Agent’s option, on the date of such payment. Interest shall accrue Borrower 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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 its Subsidiaries (including Swing the Loans) and , any Protective Advances that may be outstanding1.875% Notes, 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.2.750% Notes,

Mandatory Prepayments. If at any time the sum of the Loan Balance and the L/C Exposure exceeds the Borrowing Base then in effect, the Borrower shall, within 60 days of notice from the Agent of such occurrence, (a) If at any timeprepay, or make arrangements acceptable to the Lenders for the prepayment of, the aggregate principal amount of Revolving Credit Outstandings exceeds such excess for application on the aggregate Maximum Credit at Loan Balance, (b) provide additional Collateral, of character and value satisfactory to the Lenders in their sole discretion, to secure the amount of such time excess by the execution and delivery to the Agent for the benefit of the Lenders of Security Instruments in form and substance satisfactory to the Agent, or (including as c) effect any combination of the alternatives described in clauses (a) and (b) of this Section and acceptable to the Lenders in their sole discretion. In the event that a result of any currency fluctuation)mandatory prepayment is required under this Section and the Loan Balance is less than the amount required to be prepaid, the Borrower shall forthwithrepay the entire Loan Balance and, upon notification in accordance with the provisions of the relevant Letter of Credit Applications executed by the Administrative AgentBorrower or otherwise to the satisfaction of the Lenders, prepaydeposit with the Agent for the benefit of the Lenders, as additional collateral securing the Obligations, an amount of cash, in the applicable currencyimmediately available funds, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full the L/C Exposure minus the lesser of the aggregate outstanding Swing Loans Commitment Amounts or the Borrowing Base. The cash deposited with the Agent for the benefit of the Lenders in satisfaction of the requirement provided in this Section may be invested, at the sole discretion of the Lenders and then only at the other Loans, express direction of the Borrower as to investment vehicle and maturity (which shall Cash Collateralize be no later than the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b) If (x) at any time during a Cash Dominion Period or (y) in respect latest expiry date of any Disposition 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 Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 then outstanding Letter of Credit). (c) Subject to Section 3.5 hereof, all such payments in respect for the account of the Loans pursuant to this Section 2.9 shall be without premium Borrower in cash or penalty. All interest accrued on cash equivalent investments offered by or through 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 such bank account after 3:00 p.m. (d) 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (a) If at any time, In the event and on each date the Dollar Equivalent of the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time Revolving Loan Cap (including other than as a result of any currency fluctuationa Protective Advance permitted pursuant to Section 2.1(a)(ii)), the Borrower Borrowers shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in on each such date prepay an amount equal to such excess. If any such excess remains after repayment which shall be applied 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 extent of the aggregate outstanding Swing Loans and the other Loansany remaining excess, the Borrower shall to Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101103% of such excess and fourth, to the 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 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 (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreementbusiness, the Borrower Borrowers shall promptly (but in any event within five (5) Business Days of such receipt) immediately prepay the Loans and Cash Collateralize Letters of Credit (in an amount equal to up to 103% of the 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 (andii) in the case of clause (y) above, 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 the amount required to 101% of the aggregate maximum drawable amount of such Letters of Credit)prevent a Cash Dominion Period from occurring. (c) Subject to Section 3.5 hereof3.6, 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 BorrowerBorrowers, 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 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) At 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 Borrower Borrowers (subject to the provisions of Section 10.3 and to the terms of the Security Agreement10.3), on each Business Day, at or before 1:00 3:00 p.m., the Agent shall apply all Same Day Funds credited to the any Concentration Account and all amounts received pursuant to Section 2.9(b)shall, first to pay any fees or expense reimbursements then due to in each case, be applied by the Administrative AgentAgent in the following order: first, the Issuers and the 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) and any Protective Advances that may be outstanding, pro rata, third to prepay the principal of any Protective Advances that may be outstandingSwing Loans until paid in full, pro ratasecond, and fourth to prepay the principal of Revolving Loans until paid in full (without a reduction in the Loans (including Swing Loans) and Revolving Credit Commitments), third, to Cash Collateralize outstanding the Letter of Credit ObligationsObligations in the manner set forth in Section 10.5 in an amount equal to 103% and fourth, pro ratato prepay FILO Outstandings.

Mandatory Prepayments. (a) If at any time, time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currencyLoans, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the other 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 the Revolving Credit Loans, the Borrower shall Cash Collateralize Term Loans, the Swing Loans and the Letter of Credit Obligations in Liabilities, and (B) the manner aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b) If (x) at any time during a Cash Dominion Period §§9.3 or (y) in respect of any Disposition that would result in the occurrence of a Cash Dominion Period9.4, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, then the Borrower shall promptly (but in any event shall, within five (5) Business Days of such receipt) prepay occurrence pay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, excess to the extent such Net Cash Proceeds exceed Agent for the aggregate respective accounts of 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 Swing Loans shall be paid solely to the Swing Loan Lender. Without limiting the foregoing, if at any time (W) the Dollar Equivalent of the outstanding principal amount of all Alternative Currency Loans outstandingshall exceed the Non-U.S. Dollar Sublimit, Cash Collateralize (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 (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 shall, within five (5) Business Days of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders for application to the Revolving Credit Loans denominated in the applicable Alternative Currencies, together with any additional amounts payable pursuant to §4.7. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in an amount equal Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to up to 101% the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate maximum drawable outstanding principal amount of such Letters Revolving Credit Loans and Letter of CreditCredit Liabilities (determined as of such day prior to 11:00 a.m. Cleveland, Ohio time). (c) Subject to Section 3.5 hereof. If, all as a result of such payments in respect re-determination, a prepayment of the such Revolving Credit 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 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 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 Agreementrequired under §3.2(a), on each Business Day, at or before 1:00 p.m., the Agent shall apply all Same Day Funds credited promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the Concentration Account and all amounts received pursuant to Section 2.9(bextent required under §3.2(a), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (a) If at any time: (a) the Dollar Equivalent Amount of the sum of (i) all outstanding Loans denominated in an Alternate Currency, (ii) all outstanding Loans denominated in Dollars made against the aggregate principal amount Alternate Currency Commitments, (iii) the outstanding Dollar Equivalent Amount of Revolving the Letter of Credit Outstandings exceeds Usage for Alternate Currency Letters of Credit, and (iv) the aggregate Maximum Letter of Credit at such time (including as a result Usage for Letters of any currency fluctuation)Credit denominated in Dollars issued against the Alternate Currency Commitments, the Borrower shall forthwith, upon notification so determined by the Administrative Agent, prepay, in the applicable currencyaggregate, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full exceeds 105% of the aggregate outstanding Swing Loans and the other LoansAlternate Currency Commitment, the Borrower shall Cash Collateralize repay (and cause the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal applicable Qualified Borrowers to the Dollar Equivalent of 101% of repay) such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount (such amount, the “Alternate Currency Excess”) equal to 100% the lesser of (x) the amount necessary to eliminate such Net Cash Proceeds excess and (and, to the extent such Net Cash Proceeds exceed y) 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 hereofLoans, all and if 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 excess is not eliminated by the Administrative Agent to any loan account(s) of the Borrower, at the Administrative Agent’s option, on the date reason of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by prepayment 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 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 Agent shall apply all Same Day Funds credited to the Concentration Account and all amounts received pursuant to Section 2.9(b), first to will pay any fees or expense reimbursements then due to the Administrative Agent, for deposit in the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit ObligationsCollateral Account, pro rataCash Collateral with respect to the Letters of Credit issued against the Alternate Currency Commitments in the amount necessary to eliminate such excess; or (b) the Dollar Equivalent Amount of the sum of (i) all outstanding Loans and (ii) the outstanding Dollar Equivalent Amount of the Letter of Credit Usage so determined by the Administrative Agent, in the aggregate, exceeds 105% of the Commitments, the Borrower shall repay (and cause the applicable Qualified Borrowers to repay) such Loans in an amount (such amount, the “Commitment Excess”) equal to the lesser of (x) the amount necessary to eliminate such excess and (y) the aggregate amount of such Loans, and if such excess is not eliminated by reason of such prepayment Borrower will pay to the Administrative Agent, for deposit in the Letter of Credit Collateral Account, Cash Collateral with respect to the Letters of Credit in the amount necessary to eliminate such excess.

Mandatory Prepayments. (ai) If Except as provided in Section 2.8, if at any timetime the Total Outstandings exceed the lesser of (i) the Borrowing Base and (ii) the Aggregate Commitment, the aggregate 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 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 Revolving Loans and third, with respect to any Letters of Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as then outstanding, to a result payment of any currency fluctuation), the Borrower shall forthwith, upon notification cash collateral into a cash collateral account opened by the Administrative Agent, prepayfor the benefit of the Lenders in an amount requested by the Administrative Agent which, in the applicable currencyany case, the Swing Loans first and then the other Loans then outstanding will not be in excess of an amount equal to such excess. If any such excess remains after repayment in full one hundred five percent (105%) of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excessObligations. (bii) 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 Subsidiaries receives shall receive proceeds from (A) any Net Cash Proceeds arising from insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Disposition in respect Collateral or (B) the sale (or series of sales) or other disposition of Collateral (excluding any Current Asset Collateral outside of sale or disposition permitted pursuant to (x) Section 10.5(k), but only to the ordinary course of business extent the proceeds thereof are not required to be prepaid pursuant to such Section 10.5(k), or (other than any Current Asset Collateral that is part of any Disposition permitted by y) Section 9.5(m10.5(l)), subject to the Intercreditor Agreement, the Borrower Borrowers shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to one hundred percent (100% %) of such Net Cash Proceeds (andproceeds, 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 which proceeds shall promptly upon receipt thereof be deposited into a Blocked Account and payments in respect of the Loans pursuant to this Section 2.9 therefrom 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 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 applied by the Administrative Agent for such purpose is received in such bank the account after 3:00 p.m. (d) At all times after of the occurrence and during the continuance of Cash Dominion Period and notification thereof by the Administrative Agent Lenders first to the Borrower (subject principal amount of outstanding Swingline Loans and second to the provisions principal amount of Section 10.3 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 terms expiration of the Security Agreement), on each Business Day, at or before 1:00 p.m.such three hundred and sixty-five (365) day period, the Agent Company or any of its Subsidiaries enters into a legally binding commitment to reinvest such proceeds, such three hundred and sixty-five (365) day reinvestment period shall apply all Same Day Funds credited be extended by one hundred eighty (180) days); provided further that if any such 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 be promptly applied to the Concentration Account and all amounts received pursuant to Section 2.9(b), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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 prepayment of the Loans (including Swing Loans) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataas set forth in this Section 2.5(c)(ii).

Mandatory Prepayments. (a) If at any time, The Borrowers shall make a prepayment of the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment Obligations until paid in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in upon the occurrence of any of the following (each a Cash Dominion Period“Mandatory Prepayment Event”) at the following times and in the following amounts, which amounts shall be applied in accordance with this Section 6.2.2 and Section 6.3 as follows (such proceeds being the “Designated Proceeds”): (i) Subject to Section 10.3.2, concurrently with the receipt by any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Asset Disposition in respect (or financing or refinancing of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition Obligations with Debt permitted by under Section 9.5(m11.1(b)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds therefrom, which amounts shall be applied (and1) first, to the extent such prepayment of the outstanding principal balance of Term Loan A until paid in full, (2) second, to the Revolving Outstandings until paid in full (including delivery to the Administrative Agent of Cash Collateral for all outstanding Letters of Credit), (3) third, against all Bank Products Obligations due and owing to any Facility A Lender or its Affiliates, pro-rata, until paid in full, (4) fourth, subject to the Intercreditor Agreement against all other Facility A Obligations due and owing to each Facility A Lender and the Administrative Agent, pro-rata, until paid in full, (5) fifth, to the payment of any Specified Hedging Obligations due and owing to any Facility A Lenders, pro-rata, until paid in full, (6) sixth, to the prepayment of the outstanding principal balance of Term Loan B until paid in full, (7) seventh, against all other Facility B Obligations owing to any Facility B Lender, the Administrative Agent or any Affiliate of any of the foregoing, (8) eighth, against any other Obligations owing to the Facility A Lenders and the Administrative Agent or their Affiliates, pro rata, until paid in full, and (9) ninth, any amounts remaining thereafter, shall be delivered to the Loan Party Representative for remittance to the Borrowers; and (ii) Within three (3) Business Days after its receipt by any Loan Party of any Net Cash Proceeds exceed from any issuance of Capital Securities of any Loan Party (excluding (x) any issuance of Capital Securities to employees or directors of the aggregate principal amount Company or any Subsidiary with respect to their compensation or benefits, whether pursuant to a formal stock and/or option plan, benefit program or otherwise and (y) any such issuance by a Subsidiary to the Company or another Subsidiary) or the issuance of Loans outstandingany Debt of any Loan Party (excluding Debt permitted by clauses (a) - (m) of Section 11.1), Cash Collateralize Letters of Credit in an amount equal to up to 101100% of such Net Cash Proceeds therefrom, which amounts shall be applied as set forth in clause (i) immediately above. Nothing in this Section 6.2.2(a) shall be deemed to authorize any Asset Disposition or the aggregate maximum drawable amount sale or issuance of any Capital Securities or Debt not otherwise permitted hereunder. In addition, each of the Facility B Lenders acknowledges and agrees that it shall not be entitled to receive any prepayments of any of the Facility B Obligations at anytime that any Facility A Obligations shall be outstanding. (b) In addition to the payments required pursuant to clause (a) immediately above, from and after the giving of any Notice of Control directing collections of Accounts to the Agent Account (unless and until such Notice of Control is rescinded in accordance with the provisions of Section 10.11), the outstanding principal balance of the Revolving Loans shall be repaid daily from available funds in the Agent Account as determined in accordance with Section 7.1.1 and Section 10.11 hereof. In addition, subject to Section 2.1.1(b) and without limiting any of the other rights and remedies of the Administrative Agent and the Lenders in respect thereof, if on any day the Revolving Outstandings exceeds the Revolving Loan Availability on such day or a violation of Section 11.13.3 then exists, the Borrowers shall immediately prepay the Revolving Loans and/or Cash Collateralize the outstanding Letters of Credit), or do a combination of the foregoing, in an amount sufficient to eliminate such excess or violation. (c) Subject to Section 3.5 hereof, all such payments Nothing in respect of the Loans pursuant to this Section 2.9 6.2.2 shall be without premium or penalty. All interest accrued on deemed to authorize 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 such bank account after 3:00 p.m. (d) 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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 taking of any Loans (including Swing Loans) and action by 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataLoan Party which is not otherwise permitted hereunder.

Mandatory Prepayments. (a) If at any time, In the aggregate principal amount of Revolving Credit Outstandings exceeds event that the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full sum of the aggregate outstanding Swing Loans and amount of borrowings under the other Loans, Revolving Facility plus the undrawn amount of outstanding Letters of Credit issued for the account of the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b) If (x) at and any time during a Cash Dominion Period or (y) unreimbursed amounts in respect of any Disposition 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 Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 drawings under such Letters of Credit). ) shall exceed the lesser of (ca) Subject to Section 3.5 hereofthe Revolving Commitments and (b) the Borrowing Base, all outstanding Revolving Loans shall be prepaid (and/or Letters of Credit shall be cash collateralized) in the amount of such payments excess. Collateral The obligations of the Loan Parties in respect of the Loans pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on the principal amount Revolving Facility and all obligations 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 such bank account after 3:00 p.m. (d) 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than in connection with Cash Management Obligations, Obligations Loan Parties in respect of Secured Hedge Agreements cash management services owing to any Revolving Lender or any affiliate thereof shall be secured by (i) a first priority, perfected security interest in substantially all accounts receivable, inventory, deposit accounts and other related assets of the Loan Parties, except for those assets as to which the Revolver Administrative Agent shall determine in its sole discretion that the costs of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby and other customary exclusions acceptable to the Revolver Administrative Agent (the “Revolving Commitment IncreasesFacility Collateral”); and (ii) a second priority, perfected security interest in all other assets of the Loan Parties securing the Tranche A Term Loan Facility (the “Term Loan Facility Collateral” and, together with the Revolving Facility Collateral, the “Collateral”). The liens securing the Revolving Facility will be subject to and governed by an intercreditor agreement, on terms acceptable to the Revolver Administrative Agent and the Revolving Lenders (in their sole discretion), pro rata, second to pay interest due and payable in respect of any Loans with the Tranche A Term Lenders (including Swing Loansand/or the Tranche A Term Administrative Agent) 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 Tranche B Term Lenders (and/or the principal of the Loans (including Swing Loans) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataTranche B Term Administrative Agent).

Mandatory Prepayments. (ai) If the Administrative Agent notifies the Borrower, at any time, that the aggregate principal Dollar Equivalent with respect to Loans denominated in any Foreign Currency plus the then outstanding amount of Revolving Credit Outstandings Loans denominated in Dollars, exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation)Aggregate Commitment, then the Borrower shall forthwithwithin five business days, upon notification by the Administrative Agent, prepayprepay such Loans or take such other action, in the applicable currencyeach case, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of extent necessary to eliminate any such excess. (bii) If In the event that the Borrower actually receives or is deemed to have received (xpursuant to clause (vii) at any time during a Cash Dominion Period or (yof the definition of Debt Issuance) in respect of any Disposition 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 Disposition Debt Issuance, in respect of any Current Asset Collateral outside of each case after the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m))Effective Date, subject to the Intercreditor Agreement, then the Borrower shall promptly prepay the Loans outstanding as of the date of receipt (but or deemed receipt in any event within the case of clause (vii) of the definition of Debt Issuance) of such Net Cash Proceeds in an amount equal to the Ratable Amount of 50% of such Net Cash Proceeds not later than five (5) Business Days following the receipt (or deemed receipt in the case of clause (vii) of the definition of Debt Issuance) by the Borrower of such receiptNet Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) prepay notify the Loans in an amount equal to 100% Administrative Agent of the receipt by the Borrower of such Net Cash Proceeds (and, from any Debt Issuance. Each prepayment of Loans shall be applied ratably to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Credit Lenders 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 accordance with their respective Pro Rata Shares thereof and shall be without premium or penalty. All accompanied by accrued interest accrued and fees on the principal amount of the Loans paid pursuant prepaid 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 fixed for prepayment, plus, in the case of such payment. Interest shall accrue and be dueany Eurocurrency Loans, 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 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 Agent shall apply all Same Day Funds credited to the Concentration Account and all any amounts received pursuant to Section 2.9(b), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataunder Section 3.04.

Mandatory Prepayments. (a) If Subject to Section 2.18(c), if at any timedate the Total Outstanding Amount for any Class exceeds the Maximum Availability for such Class calculated as of such date, not later than the next succeeding Business Day, the aggregate principal applicable Borrower shall (i) apply an amount equal to such excess (x) to prepay its Loans of such Class, (y) in the case of an excess in respect of the U.S. Total Outstanding Amount, to prepay the Swingline Loans and (z) in the case of an excess in respect of the Canadian Total Outstanding Amount and to the extent such excess is by way of outstanding Bankers’ Acceptances, to cash collateralize its Bankers’ Acceptances (by depositing Canadian Dollars having a Dollar Amount equal to such excess or, if less, the total face amount of Revolving Credit Outstandings exceeds all Bankers’ Acceptances in the aggregate Maximum Credit at such time (including as a result of any currency fluctuationappropriate Canadian Cash Collateral Account), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, or (ii) cash collateralize (in the currency of the applicable currency, the Swing Loans first and then the other Loans then outstanding Letter of Credit Liabilities) its aggregate Letter of Credit Liabilities of such Class (by depositing Dollars in an amount equal to such excess. If any excess or Canadian Dollars having a Dollar Amount equal to such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loansor, if less, the Borrower shall Cash Collateralize the amount of all Letter of Credit Obligations Liabilities in the manner set forth appropriate Cash Collateral Account), or a combination of the foregoing, until the Total Outstanding Amount for such Class, net of the amount of cash collateral on deposit in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of applicable Cash Collateral Account, does not exceed the Maximum Availability for such excessClass. (b) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in date the occurrence of a Cash Dominion PeriodTotal Company Outstanding Amount exceeds $200,000,000, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of not later than the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreementnext succeeding Business Day, the Borrower Company shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in apply an amount equal to 100% of such Net Cash Proceeds (andexcess to prepay the Company Loans, to prepay the extent such Net Cash Proceeds exceed Company Swingline Loans or cash collateralize the aggregate principal amount of Loans outstanding, Cash Collateralize Letters Company Letter of Credit in Liabilities (by depositing an amount equal to up to 101% such excess in the Cash Collateral Account), or a combination of the aggregate maximum drawable foregoing, until the Total Company Outstanding Amount, net of the amount of such Letters of Credit)cash collateral on deposit in the Cash Collateral Account, does not exceed $200,000,000. (c) Subject to Section 3.5 hereof, all such payments in respect If a Change of Control of the Loans pursuant to this Section 2.9 Company shall be without premium or penalty. All interest accrued on occur, the principal amount of Borrowers shall, no later than 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 first Business Day after the date of such payment. Interest shall accrue occurrence, (i) prepay all of their Loans and be dueSwingline Loans then outstanding (together with accrued interest thereon), until the next Business Day(ii) cash collateralize their Bankers’ Acceptances (by depositing Canadian Dollars having a Dollar Amount equal to such excess or, if less, the total face amount so paid of all Bankers’ Acceptances in the appropriate Canadian Cash Collateral Account) and (iii) cash collateralize their Letter of Credit Liabilities (by the Borrower depositing an amount equal to the bank account designated by aggregate Letter of Credit Liabilities in the Administrative Agent for such purpose is received in such bank account after 3:00 p.m.applicable Cash Collateral Account). (d) 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 On each Business Day, at or before 1:00 p.m.Day during a Sweep Period, the Collateral Agent shall apply all Same Day Funds credited to the Concentration funds on deposit in each Cash Collateral Account and all amounts received pursuant to in accordance with Section 2.9(b), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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 6 of the Loans (including Swing Loans) U.S. Security Agreement and to Cash Collateralize outstanding Letter Section 9 of Credit Obligations, pro ratathe Canadian Security Agreement.

Mandatory Prepayments. (ai) If at any timetime (as determined by the Administrative Agent pursuant to this Section 2.4(b)(i)), the aggregate principal amount of Revolving Credit Outstandings exceeds exceed the aggregate Maximum Revolving Credit at such time (including as a result of any currency fluctuation)Commitment, the Borrower shall forthwith, repay immediately upon notification by notice from the Administrative Agent, prepay, in by payment to the applicable currency, Administrative Agent for the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full account of the aggregate outstanding Swing Loans and the other LoansRevolving Credit Lenders, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans outstanding, Cash Collateralize Letters Revolving Extensions of Credit in an amount equal to up such excess with each such repayment applied first, to 101% the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding 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 Issuing Lender and the Revolving Credit Lenders, in an amount equal to the aggregate maximum drawable amount of L/C Obligations then outstanding (such cash collateral shall be deposited in the Permitted Currency in which such Letters of CreditCredit are issued and which cash collateral shall be applied in accordance with Section 12.2(b)). The Borrower’s compliance with this Section 2.4(b)(i) shall be tested from time to time by the Administrative Agent at its sole discretion, but in any event shall be tested on the date on which the Borrower requests the Issuing Lender to issue a Letter of Credit under Section 3.2. (ii) If, as of any Fiscal Quarter end, the sum of (1) the Revolving Credit Outstandings as of such date plus (2) the aggregate principal amount of the Term Loans then outstanding exceeds the Eligible Account Amount as of such Fiscal Quarter end, the Borrower shall (A) within ten (10) Business Days after the day by which the Borrower is required to provide an Officer’s Compliance Certificate for such Fiscal Quarter pursuant to Section 8.2, repay Revolving Credit Loans and Swingline Loans (in each case, without any corresponding reduction of the Revolving Credit Commitments) and Term Loans in an amount equal to such excess by payment of such amount to the Administrative Agent for the account of the Lenders and (B) within the time periods required pursuant to Section 2.4(c) deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such Notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment required hereby shall be applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, to reduce in direct order of maturity the next eight (8) succeeding scheduled principal installments of the Term Loans pursuant to Section 4.3 (with respect to any such outstanding Term Loans, pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loan and, if applicable, any Incremental Term Loans) and then to reduce, on a pro rata basis, the remaining scheduled principal installments of the Term Loans pursuant to Section 4.3 (with respect to any such outstanding Term Loans, pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loan and, if applicable, any Incremental Term Loans). (ciii) Subject to Section 3.5 hereof, all such payments in respect of If at any time (as determined by the Loans Administrative Agent pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on 2.4(b)(iii)) and for any reason, the principal amount outstanding L/C Obligations exceed 105% of the Loans paid pursuant to this Section 2.9 shall be paidL/C Commitment, 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 then the Borrower to the bank shall make a payment of cash collateral into a cash collateral account designated opened by the Administrative Agent for the benefit of the Issuing Lender and the Revolving Credit Lenders in an amount equal to the amount by which such purpose is received outstanding L/C Obligations exceed the L/C Commitment (such cash collateral shall be deposited in the Permitted Currency in which such bank account after 3:00 p.m. (dLetters of Credit are issued and which cash collateral shall be applied in accordance with Section 12.2(b)). The Borrower’s compliance with this Section 2.4(b)(iii) At all times after the occurrence and during the continuance of Cash Dominion Period and notification thereof shall be tested from time to time by the Administrative Agent to at its sole discretion, but in any event shall be tested on the date on which the Borrower (subject requests the Issuing Lender 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding issue a Letter of Credit Obligations, pro rataunder Section 3.2.

Mandatory Prepayments. (a) If at any time, time the aggregate principal amount of Revolving Credit Outstandings Exposure of all Lenders exceeds the aggregate Maximum Credit at such time (including Aggregate Revolving Commitment Amount, as a result of any currency fluctuation)reduced pursuant to Section 2.9 or otherwise, the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing immediately repay Swingline Loans first and then the other Revolving Loans then outstanding in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20. Each prepayment shall be applied first to the Swingline Loans, to the full extent thereof, second to the Base Rate Loans to the full extent thereof, third to Index Rate Loans to the full extent thereof and finally to Eurocurrency Loans to the full extent thereof. If any such excess remains after repayment in full giving effect to prepayment of the aggregate outstanding Swing all Swingline Loans and Revolving Loans, the other LoansRevolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall Cash Collateralize deposit in an account with the Letter of Credit Obligations Administrative Agent, in the manner set forth in Section 10.5 in name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the Dollar Equivalent of 101% LC Exposure. Such account shall be administered in accordance with Section 2.23(g) hereof. The Administrative Agent may, at any time and from time to time after the initial deposit of such excesscash collateral, request that additional cash collateral be provided in order to protect against the results of further exchange rate fluctuations to the extent reasonably determined by the Administrative Agent to be necessary, so long as such changes are generally adopted by the Administrative Agent in similar credit facilities extended to similarly situated Persons. (b) If (x) The Administrative Agent shall notify the Borrower 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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside sum of the ordinary course aggregate outstanding amount of business (other than any Current Asset Collateral that is part all Revolving Loans and LC Exposure, in each case, denominated in Alternative Currencies at such time exceeds an amount equal to 105% of any Disposition permitted by Section 9.5(m))the Alternative Currency Sublimit then in effect, subject to the Intercreditor Agreementand, the Borrower shall promptly (but in any event within five (5) Business Days after receipt of such receipt) notice, the Borrower shall prepay the Loans or shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to the excess of the sum of the aggregate outstanding amount of all Revolving Loans and LC Exposure, in each case, denominated in Alternative Currencies (including any accrued and unpaid fees thereon) over the amount that is 100% of the Alternative Currency Sublimit then in effect (without reduction of the same) to be held as collateral for the LC Exposure. Such account shall be administered in accordance with Section 2.23(g) hereof. The Administrative Agent may, at any time and from time to time after the initial deposit of such Net Cash Proceeds (andcash collateral, request that additional cash collateral be provided in order to protect against the results of further exchange rate fluctuations 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 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 reasonably determined by the Administrative Agent to any loan account(s) of the Borrowerbe necessary, at the Administrative Agent’s option, on the date of so long as 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 changes are generally adopted 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 Dominion Period and notification thereof by the Administrative Agent similar credit facilities extended 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratasimilarly situated Persons.

Mandatory Prepayments. Notwithstanding the principal payment schedule described in Section 1(a), within three (a3) If at any timeBusiness Days of the occurrence of a Change of Control, Maker shall prepay the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding this Note in an amount equal to such excess. If any such excess remains after repayment in full (i) 50% of the aggregate then-outstanding Swing Loans principal balance hereunder if such Change of Control occurs on or prior to the date that is twelve (12) months after the date hereof; (ii) 66.67% of the then-outstanding principal balance hereunder if such Change of Control occurs during the period between the date that is twelve (12) months after the date hereof and the other Loans, date that is eighteen (18) months after the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101date hereof; or (iii) 100% of the then-outstanding principal balance hereunder if such excess. Change of Control occurs after the date that is eighteen (b18) If months after the date hereof. All prepayments shall be applied first to accrued but unpaid interest on this Note and second to principal installments in inverse order of maturity. Any amounts prepaid may not be reborrowed. For purposes of this Note, “Change of Control” means any (xi) at any time during direct or indirect sale, disposition or transfer by RPC, Inc., a Cash Dominion Period or Delaware corporation (y“RPC”) in respect of any Disposition 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 Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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% Affiliate of the aggregate maximum drawable amount Maker) of such Letters all or substantially all of Credit). its assets on a consolidated basis, (cii) Subject consolidation, combination, merger or reorganization of RPC with or into any other entity or entities as a result of which the beneficial owners of RPC’s outstanding equity interests possessing the voting power (under ordinary circumstances) to Section 3.5 hereof, all such payments in respect elect a majority of the Loans pursuant board of directors, board of managers or similar governing body immediately prior to this Section 2.9 shall be without premium such consolidation, combination, merger or penalty. All interest accrued on reorganization cease to beneficially own the principal amount outstanding equity interests of the Loans paid pursuant surviving entity possessing the voting power (under ordinary circumstances) to this Section 2.9 shall be paidelect a majority of the surviving entity’s board of directors, board of managers or similar governing body or (iii) issuance by RPC, or may be charged direct or indirect sale or transfer to any third party of RPC’s equity interests by the Administrative Agent holders thereof, or any other transaction or series of transactions, as a result of which the beneficial owners of RPC no longer ​ hold, directly or indirectly, equity interests possessing the voting power (under ordinary circumstances) to any loan account(s) elect a majority of the Borrowerboard of directors, at the Administrative Agent’s option, on the date board 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 managers or similar governing body 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataRPC.

Mandatory Prepayments. If at any time the sum of the Loan Balance and the L/C Exposure exceeds the Borrowing Base then in effect, the Borrower shall, within 60 days of notice from the Agent of such occurrence, (a) If at any timeprepay, or make arrangements acceptable to the Lenders for the prepayment of, the aggregate principal amount of Revolving Credit Outstandings exceeds such excess for application on the aggregate Maximum Credit at Loan Balance, (b) provide additional Collateral, of character and value satisfactory to the Lenders in their sole discretion, to secure the amount of such time excess by the execution and delivery to the Lenders of Security Instruments in form and substance satisfactory to the Lenders, or (including as c) effect any combination of the alternatives described in clauses (a) and (b) of this Section and acceptable to the Lenders in their sole discretion. In the event that a result of any currency fluctuation)mandatory prepayment is required under this Section and the Loan Balance is less than the amount required to be prepaid, the Borrower shall forthwithrepay the entire Loan Balance and, upon notification in accordance with the provisions of the relevant Letter of Credit Applications executed by the Administrative AgentBorrower or otherwise to the satisfaction of the Lenders, prepaydeposit with the Agent for the benefit of the Lenders, as additional collateral securing the Obligations, an amount of cash, in the applicable currencyimmediately available funds, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full the L/C Exposure minus the lesser of the aggregate outstanding Swing Loans Commitment Amounts or the Borrowing Base. The cash deposited with the Agent for the benefit of the Lenders in satisfaction of the requirement provided in this Section may be invested, at the sole discretion of the Lenders and then only at the other Loans, express direction of the Borrower as to investment vehicle and maturity (which shall Cash Collateralize be no later than the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b) If (x) at any time during a Cash Dominion Period or (y) in respect latest expiry date of any Disposition 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 Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 then outstanding Letter of Credit). (c) Subject to Section 3.5 hereof, all such payments in respect for the account of the Loans pursuant to this Section 2.9 shall be without premium Borrower in cash or penalty. All interest accrued on cash equivalent investments offered by or through 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 such bank account after 3:00 p.m. (d) 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataLenders.

Mandatory Prepayments. (a) If at any time, (i) The Borrower shall use 100% of the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result Net Proceeds of any currency fluctuation), sale or disposition of any asset by the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business Subsidiary (other than any Current Permitted Asset Collateral that is part Sale) whether effected pursuant to a Division or otherwise or of any Disposition permitted by Section 9.5(m))Casualty, subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receiptreceipt thereof to make a prepayment of the Term Loans; provided that, prior to the payoff in full of the Obligations (as defined in the Prepetition Credit Agreement as in effect on the Effective Date) prepay the Loans in an amount equal to (i) 100% of such the Net Cash Proceeds of any sale or disposition of any Junior Priority Collateral shall be applied to prepay the Term Loans (and, to as defined in the extent such Net Cash Proceeds exceed Prepetition Credit Agreement as in effect on the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Credit in an amount equal to up to 101Effective Date) and (ii) 100% of the aggregate maximum drawable amount Net Proceeds of such Letters any sale or disposition of Credit). any assets other than Collateral shall be applied to make a prepayment of the Term Loans and Term Loans (as defined in the Prepetition Credit Agreement as in effect on the Effective Date) on a ratable basis. In the event of a Casualty (other than a Casualty described in clause (c) Subject to Section 3.5 hereof, all such payments in respect of the Loans definition thereof) of Collateral or of any Specified Aircraft (other than Junior Priority Collateral until the payoff in full of the Prepetition Secured Debt secured by a first priority lien on such Junior Priority Collateral), the Loan Parties (x) shall cause the Net Proceeds to be delivered to the Administrative Agent as loss payee, and (y) in lieu of making a prepayment under this Section 2.8(a)(i) with respect to such Casualty, may substitute Collateral (of the same or better lien priority and perfection) of equal or greater aggregate value as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, within 90 days (or within a period of 90 days thereafter if by the end of such initial 90-day period the Borrower shall have entered into an agreement with a third party to acquire such tangible or intangible assets) of such Casualty. If at the end of any such 90-day period (or within a period of 90 days thereafter if by the end of such initial 90-day period the Borrower shall have entered into an agreement with a third party to acquire such tangible or intangible assets), any Net Proceeds from a Casualty of any Collateral or of Specified Aircraft (other than Junior Priority Collateral until the payoff in full of the Prepetition Secured Debt secured by a first priority lien on such Junior Priority Collateral) have not been used for prepayment or substitute Collateral provided pursuant to this Section 2.9 2.8.(a)(i), then such Net Proceeds shall be without premium applied to make a partial prepayment of the Term Loans. Upon such a substitution of Collateral and provided no Event of Default has occurred and is continuing, the Administrative Agent shall promptly deliver to the Borrower or penalty. All interest accrued on such Loan Party the principal amount of the Loans paid pursuant to this Section 2.9 shall be paid, or may be charged such Net Proceeds received by the Administrative Agent with respect 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 such bank account after 3:00 p.m. (d) 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 Collateral or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders Specified Aircraft (other than Junior Priority Collateral until the payoff in connection full of the Prepetition Secured Debt secured by a first priority lien on such Junior Priority Collateral) relating to such Casualty. Any such prepayment on account of the Term Loans made under this Section 2.8(a)(i) shall be applied in accordance 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 paragraph (including Swing Loansc) and any Protective Advances that may be outstanding, pro rata, third to prepay the principal of any Protective Advances that may be outstanding, pro ratabelow, and fourth shall be subject to prepay the principal of the Loans (including Swing Loans) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataSection 2.10(c).

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full Section 2.3(b) of the aggregate outstanding Swing Loans Loan Agreement is hereby amended by deleting such Section in its entirety and replacing it with the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess.following: (bi) If (x) at Upon the issuance or sale by 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 Borrower or any of its Subsidiaries receives of Capital Stock of such Borrower or Subsidiary as permitted in Sections 9.7(b)(iii) and (iv) hereof, or the issuance or incurrence by any Net Cash Proceeds arising from Borrower or any Disposition in respect of its Subsidiaries of any Current Asset Collateral outside Indebtedness of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by type described in Section 9.5(m))9.9(e) hereof, subject to the Intercreditor Agreement, the Borrower Borrowers shall promptly (but in any event within five (5) Business Days of such receipt) immediately prepay the Loans Working Capital Debt and Obligations in an amount equal to 100% of such the Net Cash Proceeds (andreceived by such Borrower or Subsidiary in connection therewith as follows: first, to the extent such Net Cash Proceeds exceed the aggregate outstanding principal amount of the WC Term Loans, second, to the outstanding principal amount of the WC Equipment Purchase Term Loans, third, to the outstanding principal amount of the WC Supplemental Term Loans, and fourth, at Borrowers’ option, to either (A) the outstanding principal amount of the Term B Loan or (B) the outstanding principal amount of the WC Revolving Loans outstanding, Cash Collateralize Letters so long as (in the case of Credit this clause (B) only) the Working Capital Agent establishes and maintains a permanent Reserve against the Borrowing Base of all Borrowers in an amount equal to up to 101% of the aggregate maximum drawable amount of such Letters Net Cash Proceeds that are so applied by the prepayment of Credit)the WC Revolving Loans. (cii) Subject to Section 3.5 hereof, all such payments in respect Upon the issuance or incurrence by Parent or any of its Subsidiaries of any Indebtedness of the Loans pursuant type described in Section 9.9(j) hereof or the receipt by Parent or any of its Subsidiaries of a capital contribution from WHX with proceeds from the WHX Rights Offering, Borrowers shall immediately prepay the Working Capital Debt in an amount equal to this Section 2.9 shall be without premium the first $5,000,000 of the Net Cash Proceeds received by Parent or penalty. All interest accrued on any of its Subsidiaries in connection therewith as follows: first, to the outstanding principal amount of the Loans paid pursuant WC Revolving Loans, second, to this the outstanding principal amount of the WC Term Loans, third, to the outstanding principal amount of the WC Equipment Purchase Term Loans, fourth, to the outstanding principal amount of the WC Supplemental Term Loans, and fifth, to the outstanding principal amount of the Term B Loan. (iii) Within thirty (30) days following the issuance or incurrence by Protechno France of Indebtedness of the type permitted in Section 2.9 9.9(n) hereof, Borrowers shall be paidprepay the Working Capital Debt in an amount equal to the first $500,000 of the Net Cash Proceeds received by Parent or any of its Subsidiaries in connection therewith as follows: first, to the outstanding principal amount of the Term B Loan until the outstanding principal amount thereof is less than or equal to $42,000,000, second, to the outstanding principal amount of the WC Term Loans, third, to the outstanding principal amount of the WC Equipment Purchase Term Loans, fourth, to the outstanding principal amount of the WC Supplemental Term Loans, and fifth, at Borrowers’ option, to either (A) the outstanding principal amount of the Term B Loan, or may be charged (B) the outstanding principal amount of the WC Revolving Loans so long as (in the case of this clause (B) only) Working Capital Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied by the Administrative Agent prepayment of the WC Revolving Loans. (iv) The provisions of this subsection (b) shall not be deemed to be implied consent to any loan account(s) such issuance, incurrence or sale otherwise prohibited by the terms and conditions 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 such bank account after 3:00 p.m. (d) 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 Working Capital Loan Agreement or this Agreement), on each Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.”

Mandatory Prepayments. (ai) If at any time, time the aggregate principal amount of Revolving Credit Outstandings exceeds exceed the aggregate Maximum Revolving Credit at such time (including as a result of any currency fluctuation)Commitment, the Borrower shall forthwith, Borrowers agree to repay immediately upon notification by notice from the Administrative Agent, prepayby payment to the Administrative Agent for the account of the Revolving Credit Lenders, in the applicable currency, the Swing Loans first and then the other Loans then outstanding Extensions of Credit in an amount equal to such excess. If excess with each such repayment applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any such excess remains after repayment in full 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 aggregate outstanding Swing Loans and the other LoansRevolving Credit Lenders, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excessexcess (such Cash Collateral to be applied in accordance with Section 10.2(b)). (bii) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in upon the occurrence of a Cash Dominion Periodany San Bartolomé Political Risk Insurance Event, any Loan Party the Parent or any of its Subsidiaries receives are required to cancel, forgive, make any Net Cash Proceeds arising from payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any Disposition in trustee with respect thereto money or securities before due for the purpose of paying when due ) any Indebtedness incurred pursuant to Section 9.1(i), then prior to the repayment of any Current Asset Collateral outside such Indebtedness, the Borrowers agree to repay immediately, by payment to the Administrative Agent for the account of the ordinary course Revolving Credit Lenders, Extensions of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans Credit in an amount equal to 100% of such the Net Cash Proceeds (andreceived in connection with such event applied first, 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 penalty. All interest accrued on the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans paid pursuant to this Section 2.9 shall be paidand third, or may be charged by the Administrative Agent with respect to any loan account(s) Letters of the BorrowerCredit then outstanding, 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 a payment of Cash Dominion Period and notification thereof Collateral into a Cash Collateral account opened 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 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 expense reimbursements then due to the Administrative Agent, for the Issuers and benefit of the Revolving Credit Lenders (other than such Cash Collateral to be applied in connection accordance with Cash Management Obligations, Obligations in respect of Secured Hedge Agreements or any Revolving Commitment IncreasesSection 10.2(b), pro rata, second to pay interest due and payable in respect of any Loans (including Swing 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata).

Mandatory Prepayments. (a) 1. If at any time, time the aggregate principal amount of Revolving Credit Outstandings exceeds exceed the aggregate Maximum Revolving Credit at such time Commitment (including as a result of any currency fluctuationfluctuations or otherwise), the each applicable Borrower shall forthwith, agrees to repay immediately upon notification by notice from the Administrative Agent, prepay, in by payment to the applicable currency, Administrative Agent for the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full account of the aggregate outstanding Swing Loans and the other LoansRevolving Credit Lenders, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans outstanding, Cash Collateralize Letters Extensions of Credit in an amount equal to up such excess with each such repayment applied first, 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 penalty. All interest accrued on the principal amount of outstanding US Swingline Loans, second, to the principal amount of outstanding Canadian Swingline Loans, third to the principal amount of outstanding US Revolving Credit Loans, fourth, to the principal amount of outstanding Canadian Revolving Credit Loans paid pursuant and fifth, with respect to this Section 2.9 shall be paidany Letters of Credit then outstanding, or may be charged a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent to any loan account(s) Agent, for the benefit of the BorrowerRevolving Credit Lenders, at the Administrative Agent’s optionin an amount equal to such excess (such Cash Collateral to be applied, 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 upon the occurrence and during the continuance of an Event of Default, in accordance with Section 10.2(b)); provided that if any US Borrower is required to make a payment of Cash Dominion Period and notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Section 10.3 and Collateral pursuant to the terms of this Section 2.4(b)(i) as a result of any such excess, such amount (to the Security Agreementextent not applied in accordance with Section 10.2(b)) shall be returned to such US Borrower within three Business Days after such excess ceases to exist. 2. [intentionally omitted]. 3. If at any time Swingline Loans outstanding at such time exceed the Swingline Commitment (as a result of currency fluctuations or otherwise), on each the applicable Borrower or Borrowers agree to repay within one (1) Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to following receipt of notice from the Administrative Agent, by payment to the Issuers and Administrative Agent for the Lenders account of the applicable 146960219_6 165457743_4 Swingline Lender, Swingline Loans in an amount equal to such excess with each such repayment applied ratably to the outstanding Swingline Loans. 4. If at any time Letters of Credit outstanding at such time exceed the L/C Sublimit (other than in connection with Cash Management Obligations, Obligations in respect as a result of Secured Hedge Agreements currency fluctuations or any Revolving Commitment Increasesotherwise), pro rata, second to pay interest due and payable in respect of any Loans (including Swing 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) and applicable Borrower or Borrowers agree to Cash Collateralize outstanding Letter the amount of Credit Obligationssuch excess (such Cash Collateral to be applied, pro rataupon the occurrence and during the continuance of an Event of Default, in accordance with Section 10.2(b)); provided that if any Borrower is required to make a payment of Cash Collateral pursuant to the terms of this Section 2.4(b)(iv) as a result of any such excess, such amount (to the extent not applied in accordance with Section 10.2(b)) shall be returned to such Borrower within three Business Days after such excess ceases to exist.

Mandatory Prepayments. (a) If at any time, time (i) the sum of the aggregate outstanding principal amount of the Dollar Revolving Credit Outstandings Loans and the Dollar Letter of Credit Liabilities exceeds the Total Dollar Revolving Credit Commitments, (ii) the Dollar Equivalent of the sum of the aggregate Maximum outstanding principal amount of the Alternative Currency Loans and the Alternative Currency Letter of Credit at Liabilities exceeds the Total Alternative Currency Revolving Commitments, or (iii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, and the Letter of Credit Liabilities causes a violation of the Financial Covenants, then the Borrower shall, within three (3) Business Days of such time occurrence pay the amount of such excess to the Agent for the respective accounts of the Dollar Revolving Credit Lenders (including in the case of clause (i)), the Alternative Currency Revolving Lenders (in the case of clause (ii), or all of the Lenders (in the case of clause (iii)), as applicable, for application to the applicable Revolving Credit Loans and Term Loans as provided in Section 3.2(d), together with any additional amounts payable pursuant to Section 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; provided, however, that if Borrower is required to make a repayment under clause (iii) above solely as a result of any currency fluctuationthe removal of an Unencumbered Pool Asset in accordance with Section 2.16(b)(ii) on account of a Tenant Delinquency in respect of such Property (such that no such repayment would be required hereunder if such Tenant Delinquency in respect of such Property had not occurred), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding payment referenced in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower clause (iii) above shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% be due within 30 days of such excessoccurrence. (b) If (xFor purposes of determining compliance with Section 3.2(a) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in and the occurrence of a Cash Dominion PeriodFinancial Covenants, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside the Outstanding amount of the ordinary course Alternative Currency Loans and the Alternative Currency Letters of business Credit Liabilities shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such NAI-5000431466v13 Alternative Currency Loans and Alternative Currency Letter of Credit Liabilities (other than any Current Asset Collateral that is part determined as of any Disposition permitted by such day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of such re-determination, a prepayment of such Alternative Currency Loans shall be required under Section 9.5(m)3.2(a), subject to the Intercreditor Agreement, Agent shall promptly notify the Alternative Currency Revolving Lenders and the Borrower thereof and Borrower shall promptly within three (but in any event within five (53) Business Days of receiving such receipt) prepay the Loans in an amount equal to 100% notice from Agent make a prepayment of such Net Cash Proceeds (and, Alternative Currency Loans 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 Creditrequired under Section 3.2(a). (c) Subject to Section 3.5 hereof, all such payments in respect If (i) during any calendar month any member of the Consolidated Group receives proceeds (“DST Sale Proceeds”) from any sale to Exchange Property Investors of Exchange Beneficial Interests in Exchange Property Owners owning Exchange Properties that are included as Unencumbered Pool Assets, and (ii) there are Outstanding Revolving Credit Loans pursuant as of the last Business Day of such calendar month, then, within three (3) Business Days after the end of such calendar month, the Borrower shall pay to this the Agent, for the respective accounts of the Lenders for application to the Outstanding Revolving Credit Loans, an amount equal to (x) the aggregate DST Sale Proceeds received by members of the Consolidated Group during such calendar month multiplied by (y) the percentage equal to the Maximum Unencumbered Leverage Ratio on the last day of such calendar month. (i) Each repayment under Section 2.9 3.2(a)(i) shall be without premium or penalty. All interest accrued on applied (A) first, pro rata to the principal amount of the Loans paid pursuant Outstanding Dollar Revolving Credit Loans, and (B) second, to this cash collateralize any outstanding Dollar Letter of Credit Liabilities on a pro rata basis, (ii) each repayment under Section 2.9 3.2(a)(ii) shall be paidapplied (A) first, or may be charged by pro rata to the Administrative Agent to any loan account(s) principal of Outstanding Alternative Currency Loans denominated in Dollars (and which, in the Borrower, at the Administrative Agent’s option, on the date absence of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid instruction 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 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)contrary, on each Business Dayshall be applied, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than in connection with Cash Management Obligations, Obligations in respect of Secured Hedge Agreements or any Revolving Commitment Increases)first, pro rata, second to pay interest due and payable the principal of Alternative Currency Loans denominated in respect of any Loans (including Swing Dollars that are Revolving Credit Base Rate Loans) and any Protective Advances that may be outstanding, second, pro rata, third to prepay the principal of Alternative Currency Loans denominated in Dollars that are RFR Loans and, third, pro rata, to the principal of Alternative Currency Loans denominated in Dollars that are Term Benchmark Loans), (B) second, pro rata to the principal of Outstanding Alternative Currency Loans denominated in Alternative Currencies (and which, in the absence of instruction by the Borrower to the contrary, shall be applied, first, pro rata, to the principal of Alternative Currency Loans denominated in Alternative Currencies that are RFR Loans and, second, pro rata, to the principal of Alternative Currency Loans denominated in Alternative Currencies that are Term Benchmark Loans), and (C) third, to cash collateralize any outstanding Alternative Currency Letter of Credit Liabilities on a pro rata basis, and (iii) each repayment under Section 3.2(a)(iii) shall be applied (A) first, pro rata to the principal of Outstanding Revolving Credit Loans, (B) second, pro rata to the principal of any Protective Advances that may be outstandingOutstanding Term Loans (and with respect to each category of Term Loans, first pro rata, and fourth rata to prepay the principal of Term Base Rate Loans, and second, pro rata to the Loans principal of Benchmark Term Loans), and (including Swing LoansC) and third, to Cash Collateralize cash collateralize any outstanding Letter of Credit Obligations, Liabilities on a pro ratarata basis.

Mandatory Prepayments. (a) If at any time, time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currencyLoans, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full Letter of Credit Liabilities exceeds the Total Revolving Credit Commitment, (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the other 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 the Revolving Credit Loans, the Borrower shall Cash Collateralize Term Loans, the Swing Loans and the Letter of Credit Obligations in Liabilities, and (B) the manner aggregate amount of all other Unsecured Indebtedness of REIT and its Subsidiaries causes a violation of the covenants set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b) If (x) at any time during a Cash Dominion Period §§9.3 or (y) in respect of any Disposition that would result in the occurrence of a Cash Dominion Period9.4, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, then the Borrower shall promptly (but in any event shall, within five (5) Business Days of such receipt) prepay occurrence pay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, excess to the extent such Net Cash Proceeds exceed Agent for the respective accounts of 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 Swing Loans shall be paid solely to the Swing Loan Lender. (b) For purposes of determining compliance with §3.2(a) and the covenants set forth in §9, the Outstanding amount of the Revolving Credit Loans and the Letters of Credit Liabilities which are denominated in Alternative Currencies shall be re-determined on the Revaluation Date occurring on the last calendar day of each calendar month prior to the Revolving Credit Maturity Date based on the Dollar Equivalent of the aggregate outstanding principal amount of such Revolving Credit Loans outstanding, Cash Collateralize Letters and Letter of Credit in an amount equal to up to 101% of the aggregate maximum drawable amount Liabilities (determined as of such Letters day prior to 11:00 a.m. Cleveland, Ohio time). If, as a result of Credit). (c) Subject to Section 3.5 hereofsuch re-determination, all a prepayment of such payments in respect of the Revolving Credit 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 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 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 Agreementrequired under §3.2(a), on each Business Day, at or before 1:00 p.m., the Agent shall apply all Same Day Funds credited promptly notify the Lenders and the Borrower thereof and Borrower shall within five (5) Business Days of receiving such notice from Agent make a prepayment of such Revolving Credit Loans to the Concentration Account and all amounts received pursuant to Section 2.9(bextent required under §3.2(a), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (ai) If at Borrower or any time, other member of the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result Consolidated Group Disposes of any currency fluctuation)Property or other assets (other than any Disposition in the ordinary course of the Core Businesses, casualty and condemnations in which the Net Cash Proceeds resulting therefrom are less than $2,000,000, and other casualty and condemnations to the extent provided in clause (iv) below) which results in the realization by such Person of Net Cash Proceeds, then Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in pay to Collateral Agent an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. one hundred percent (b100%) 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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (andimmediately upon receipt thereof by such Person, to the extent such Net Cash Proceeds exceed to be applied to the aggregate principal amount Obligations and the obligations under the Senior Term Loan in accordance with the Intercreditor Agreement. (ii) If Borrower or any other member of Loans outstandingthe Consolidated Group Disposes of any Property or other assets in the ordinary course of the Core Businesses (other than Dispositions of completed Units, Tower Units, memberships in Equity Clubs, memberships in or fees from Amenities, Excluded Parcels, casualty and condemnations in which the Net Cash Collateralize Letters Proceeds resulting therefrom are less than $2,000,000, and other casualty and condemnations to the extent provided in clause (iv) below)) which results in the realization by such Person of Credit Net Cash Proceeds (A) in excess of $20,000,000 in the case of any individual Disposition or related Dispositions, then Borrower shall pay to Collateral Agent an amount equal to up fifty percent (50%) of such Net Cash Proceeds immediately upon receipt thereof by such Person to 101% be applied to the Obligations and the obligations under the Senior Term Loan in accordance with the Intercreditor Agreement, or (B) that, when combined with all Net Cash Proceeds from all such Dispositions (other than Dispositions in clause (A)) and all Dispositions of Excluded Parcels from and after the Third Amendment Effective Date, exceed $100,000,000 in the aggregate, then Borrower shall pay to Collateral Agent an amount equal to fifty percent (50%) of such excess Net Cash Proceeds immediately upon receipt thereof by such Person to be applied to the Obligations and the obligations under the Senior Term Loan in accordance with the Intercreditor Agreement. (iii) If there occurs any incurrence or issuance by Borrower or any member of the aggregate maximum drawable Consolidated Group of any Indebtedness as specified in clause (a) or (b) of the definition thereof (other than Excluded Issuances), then Borrower shall pay to Collateral Agent an amount equal to sixty-five percent (65%) of the Net Cash Proceeds therefore immediately upon receipt thereof by such Person, such Net Cash Proceeds to be applied to the Obligations and the obligations under the Senior Term Loan in accordance with the Intercreditor Agreement. (iv) If there occurs a casualty or condemnation with respect to any Property or other assets, and the Net Cash Proceeds resulting therefrom are equal to or greater than $2,000,000, then Borrower shall not be required to make any mandatory payments as a result of such Letters casualty or condemnation with such Net Cash Proceeds to the extent of Credit(A) any amounts previously paid by the applicable member of the Consolidated Group at the time of receipt of such Net Cash Proceeds for the Restoration of the applicable Property or other assets and certified to Administrative Agent in writing, and (B) any amounts to be paid by the applicable member of the Consolidated Group after receipt of such Net Cash Proceeds for the Restoration of the applicable Property or other assets, subject in the case of clause (B), to satisfaction of each of the following conditions: (I) Borrower has commenced, or intends to promptly commence, the Restoration of the applicable Property or other assets; (II) no Default or Event of Default shall have occurred and be continuing; (III) Administrative Agent shall be satisfied that the Restoration will be completed twelve (12) months after commencement of the Restoration; (IV) the applicable Property or other assets and the use thereof after the Restoration will be in compliance with and permitted under all Laws; (V) Borrower shall cause the Restoration to be done and completed in an expeditious and diligent fashion and in compliance with all applicable Laws; (VI) Borrower shall deliver, or cause to be delivered, to Administrative Agent a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be acceptable to Administrative Agent; and (VII) the Net Cash Proceeds together with any cash or Cash Equivalents deposited by Borrower with Administrative Agent and available Committed Loans pursuant to Section 2.01 are sufficient in Administrative Agent’s reasonable judgment to cover the cost of the Restoration. If the foregoing conditions are not satisfied, then such Net Cash Proceeds shall be paid and applied in accordance with Sections 2.05(d)(i) or (ii), as applicable, and Section 2.05(d)(v). (cv) Subject To the extent that payments that are made to Section 3.5 hereof, all such payments in respect of the Loans Collateral Agent pursuant to the foregoing provisions of this Section 2.9 shall be without premium or penalty. All interest accrued on the principal amount of the Loans 2.05(d) are subsequently 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 such bank account after 3:00 p.m. (d) 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 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 expense reimbursements then due to the Administrative Agent, for the Issuers benefit of Lenders, such amounts shall be applied first, to the Non-Revolving Portion (and shall permanently reduce the Aggregate Commitments and the Lenders Maximum Non-Revolving Amount) until the Maximum Non-Revolving Amount is reduced to $0, second, to Committed Loans under the Revolving Portion (other than in connection with Cash Management Obligations, Obligations in respect without reduction of Secured Hedge Agreements or any Revolving Commitment Increasesthe Aggregate Commitments), pro rataand third, second to pay interest due and payable in respect of any Loans (including Swing 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) and to Cash Collateralize outstanding Letter of Credit the L/C Obligations, pro rata. (p) Section 2.06(b) is hereby deleted in its entirety and replaced with the following:

Mandatory Prepayments. (ai) If If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amount pursuant to Section 2.8, the total Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of an LC Exposure, pay to the Administrative Agent on behalf of the Lenders an amount equal to such excess to be held as cash collateral as provided in Section 2.5(j). (ii) Upon any redetermination of or adjustment to the amount of the Borrowing Base in accordance with Section 2.4(b) at any time, if the total Credit Exposures exceeds the redetermined or adjusted Borrowing Base, then Borrower must, at Borrower’s election, take one of the following actions and notify Administrative Agent of such election within ten (10) Business Days of written notice from the Administrative Agent that a Borrowing Base Deficiency then exists: (A) make four (4) consecutive equal monthly installment mandatory prepayments, each in an amount equal to one quarter (1/4) of the Borrowing Base Deficiency, with such payments commencing thirty (30) days from and after receipt by the Borrower of notice of the Borrowing Base Deficiency, (B) execute and deliver, or cause one or more Restricted Subsidiaries to execute and deliver, to the Administrative Agent within thirty (30) days from and after receipt by the Borrower of notice of the Borrowing Base Deficiency, supplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent securing payment of the Obligations and covering other Properties of the Borrower or such Restricted Subsidiaries, as applicable, including additional Oil and Gas Properties directly owned by the Borrower or such Restricted Subsidiaries that are not then covered by any Security Document and that are of a type and nature satisfactory to the Administrative Agent, and having a value (as determined by the Administrative Agent and the Lenders in their sole discretion), in addition to other Oil and Gas Properties already subject to a Mortgage, in an amount at least equal to the Borrowing Base Deficiency; provided, that if the Borrower shall elect to execute and deliver (or cause one or more Restricted Subsidiaries to execute and deliver) supplemental or additional Security Documents to the Administrative Agent pursuant to subclause (B) of this Section 2.10(c)(ii), it shall provide concurrently within such thirty (30) day period to the Administrative Agent descriptions of the additional assets to be mortgaged or pledged thereby (together with current valuations, engineering reports, title evidence or opinions applicable thereto and other documents (including opinions of counsel) reasonably requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) or (C) within thirty (30) days from and after receipt by the Borrower of notice of the Borrowing Base Deficiency, prepay such excess or notify the Administrative Agent that the Borrower will implement a combination of the actions described in the foregoing subclauses (A) through (C) that are acceptable to the Administrative Agent (and thereafter implement such actions in accordance with subclauses (A) through (C)); and further provided that if the Administrative Agent has not received within such ten (10) Business Day period the required notice from the Borrower that the Borrower shall take the actions described in subclause (B) within such thirty (30) day period, then without any necessity for notice to the Borrower or any other Person, the Borrower shall be deemed to have elected to make mandatory prepayments equal to at least the Required Deficiency Payment for each Borrowing Base Deficiency Payment Date. Notwithstanding the foregoing, all payments required to be made pursuant to this Section 2.10(c)(ii) must be made on or prior to the Maturity Date. (iii) Upon any adjustments to the Borrowing Base pursuant to Section 2.4(f), (g) or (h), if the total Credit Exposures exceed the Borrowing Base as adjusted, then the Borrower shall prepay the Borrowings in an aggregate principal amount equal to such excess on the first Business Day after receiving notice from the Administrative Agent of Revolving Credit Outstandings exceeds such excess. In the aggregate Maximum Credit at such time case of Section 2.4(f) or (including as a result of any currency fluctuationg), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal be obligated to make such excess. If any such excess remains after repayment in full prepayment and/or deposit of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 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 Borrower, at the Administrative Agent’s option, cash collateral on the date of such payment. Interest shall accrue Disposition or Hedge Liquidation such incurrence of Indebtedness, and be duein the case of Section 2.4(g), until the next Business Day, if the amount so paid by the Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date of such reduction; provided that all payments required to be made pursuant to this Section 2.10(c)(iii) must be made on or prior 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataMaturity Date.

Mandatory Prepayments. (ai) If at any time, the aggregate principal amount In case of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification receipt by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives of any Net Cash Proceeds arising from any Disposition Asset Sale Proceeds, in respect excess, individually or in the aggregate, of any Current Asset Collateral outside of U.S.$25,000,000 (or the ordinary course of business (equivalent thereof in other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(mcurrencies)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) prepay the Loans, on the Business Days Day immediately succeeding the day of receipt of such receipt) prepay the Loans Net Asset Sale Proceeds, in an amount equal to 100% the lesser of (x) the aggregate principal of, and interest on, the Loans then outstanding, and (y) the aggregate amount of such Net Cash Proceeds Asset Sale Proceeds. (andii) In case of receipt by any Loan Party or any of its Subsidiaries of any Net Equity Issuance Proceeds, to in excess, individually or in the extent aggregate, of U.S.$5,000,000 (or the equivalent thereof in other currencies) the Borrower shall prepay the Loans, on the Business Day immediately succeeding the day of receipt of such Net Cash Proceeds exceed the aggregate principal amount of Loans outstandingEquity Issuance Proceeds, Cash Collateralize Letters of Credit in an amount equal to up to 101% the lesser of (x) the aggregate maximum drawable principal of and interest on the Loans then outstanding, and (y) the aggregate amount of such Letters of Credit)Net Equity Issuance Proceeds. (ciii) Subject In case of receipt by any Loan Party or any of its Subsidiaries of any Net Debt Issuance Proceeds, the Borrower shall prepay the Loans, on the Business Day immediately succeeding the day of receipt of such Net Debt Issuance Proceeds, in an amount equal to Section 3.5 hereofthe lesser of (x) the aggregate principal of and interest on the Loans then outstanding, all and (y) the aggregate amount of such payments Net Debt Issuance Proceeds. (iv) In case of receipt by any Loan Party or any of its Subsidiaries of any Net Insurance/Condemnation Proceeds, in respect an amount exceeding, individually or in the aggregate, U.S.$5,000,000 (or the equivalent thereof in other currencies) the Borrower shall prepay the Loans, on the Business Day immediately succeeding the day of receipt of such Net Insurance/Condemnation Proceeds, in an amount equal to the lesser of (x) the aggregate amount of such Net Insurance/Condemnation Proceeds and (y) the then aggregate principal amount outstanding of the Loans pursuant to this Section 2.9 Loans; provided, however, that (A) for so long as no Event of Default shall have occurred and be without premium continuing, the Borrower or penalty. All interest accrued on such Loan Party shall have the principal amount of the Loans paid pursuant to this Section 2.9 shall be paidoption, or may be charged by notifying the Administrative Agent to any loan account(s(who shall promptly notify each Lender) of its intent prior to such prepayment date, to invest such Net Insurance/Condemnation Proceeds within 60 days from the Borrowerreceipt thereof (which period may be extended for up to 30 days thereafter if the Borrower or the applicable Guarantor has entered into binding commitments with respect thereto with an unaffiliated third party within such 60-day period) in assets of the general type used by the Loan Parties and their Subsidiaries in the Line of Business, at which investment may include the Administrative Agent’s optionrepair, restoration or replacement of the applicable assets thereof; and (B) any portion of such Net Insurance/Condemnation Proceeds not invested by the Borrower or such Loan Party or such Subsidiary as provided herein, shall be applied to prepay the Loans as contemplated by this clause (iv) no later than on the Business Day immediately following the expiration of the 60-day (or, if applicable, 90 day) period mentioned above. (v) In the event a Change in Control occurs, the Borrower shall, concurrently with (and on the same day of) the occurrence of such Change in Control, prepay all Loans then outstanding. (vi) In case of receipt by any Loan Party or any of its Subsidiaries of any Dollar Takeout Net Debt Issuance Proceeds, the Borrower shall prepay, (A) first, the Dollar Loans, on the date Business Day immediately succeeding the day of receipt of such payment. Interest shall accrue and be dueDollar Takeout Net Debt Issuance Proceeds, until the next Business Day, if the in an amount so paid by the Borrower equal to the bank account designated by lesser of (x) the Administrative Agent for such purpose is received in such bank account after 3:00 p.m. (d) At all times after aggregate principal of and interest on 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 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 expense reimbursements Dollar Loans then due to the Administrative Agent, the Issuers and the 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) and any Protective Advances that may be outstanding, pro rataand (y) the aggregate amount of such Dollar Takeout Net Debt Issuance Proceeds, 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.and

Mandatory Prepayments. (a) If at any timeUpon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below) and on each Quarterly Date, the Administrative Agent shall promptly determine the aggregate outstanding principal amount of Revolving Credit Outstandings exceeds all Loans (for which purpose the aggregate Maximum Credit at outstanding principal amount of any Loan that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent (determined as of the Business Day on which the Administrative Agent shall have received such Currency Valuation Notice prior to 11:00 a.m. New York time (including as a result of any currency fluctuation)or, the Borrower shall forthwith, upon notification if received by the Administrative AgentAgent after such time on any Business Day, prepayas of the next succeeding Business Day) or as of such Quarterly Date, as the case may be, of the amount in the applicable currencyForeign Currency of such Loan). Upon making such determination, the Swing Loans first and then Administrative Agent shall promptly notify the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans Banks and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excessCompany thereof. (b) If (x) at any time during a Cash Dominion Period or (y) in respect If, on the date of any Disposition that would result in such determination the occurrence aggregate outstanding principal amount of a Cash Dominion Period, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside all Loans exceeds 105% of the ordinary course aggregate amount of business the Commitments as then in effect, the Company shall, if requested by the Majority Banks (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)through the Administrative Agent), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed so that after giving effect thereto 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 penalty. All interest accrued on the Agreement ---------------- outstanding principal amount of the Loans paid pursuant to does not exceed the Commitments; provided that, any such payment shall be accompanied by any amounts payable -------- under Sections 3.02 and 5.04 hereof. For purposes of this Section 2.9 2.09, "Currency Valuation Notice" shall be paid, or may be charged by ------------------------- mean a ??????????^ Majority Banks to the Administrative Agent to any loan account(s) of the Borrower, at the Administrative Agent’s option, on the date of stating that such payment. Interest shall accrue notice is a "Currency Valuation Notice" and be due, until the next Business Day, if the amount so paid by the Borrower to the bank account designated by requesting that the Administrative Agent for such purpose is received determine the aggregate outstanding principal amount of all Loans. Anything in such bank account after 3:00 p.m. (d) At all times after this Section ?09^ to the occurrence and during the continuance of Cash Dominion Period and notification thereof by contrary notwithstanding, the Administrative Agent shall not be required 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 Agent shall apply all Same Day Funds credited to the Concentration Account and all amounts received make more than one valuation determination pursuant to Section 2.9(b), first to pay Currency Valuation Notices within any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratarolling three month period.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), Upon receipt by the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives of any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor AgreementProceeds, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) immediately prepay the Loans in an amount equal to 100% of such Net Cash Proceeds; provided, however, that in the case of any Net Cash Proceeds (andarising from a Reinvestment Event, the Borrower need not prepay the Loans to the extent that such Net Cash Proceeds exceed are actually used to repair or replace the aggregate damaged or taken property within 180 days of the receipt of such Net Cash Proceeds, the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying the intent of the Borrower to so apply such Net Cash Proceeds and, pending application of such proceeds, the Borrower has paid the same to the Administrative Agent to be held in a Cash Collateral Account designated by the Administrative Agent. Any such mandatory prepayment shall be applied, subject to Section 2.13(g) hereof, first to repay the outstanding principal amount of the Loans outstandinguntil such Loans shall have been repaid in full; and second to any other Obligation then due and payable. (b) Except during the continuance of an Event of Default (in which case Section 2.13(g) shall apply), all available funds in the Cash Collateralize Letters of Credit in Collateral Account (other than, prior to the Termination Date, an amount equal to up any proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such proceeds as specified in a Reinvestment Notice) shall be applied on a daily basis first to 101% repay Obligations in respect of any expense reimbursements or indemnities or amounts owed in respect of any Protective Advance then due to the Administrative Agent; second to repay the outstanding principal amount of the aggregate maximum drawable amount Loans until such Loans shall have been repaid in full; and third to any other Obligation then due and payable. The Administrative Agent agrees to so apply such funds and the Borrower consents to such application. If, following such application, there are no Loans outstanding and no other Obligations are then due and payable, then the Administrative Agent shall cause any remaining funds in the Cash Collateral Account to be paid at the written direction of the Borrower (or, in the absence of such Letters of Creditdirection, to the Borrower or another Person lawfully entitled thereto). (c) Subject to Section 3.5 hereof, all such payments in respect In the event that the proceeds of any Foreign Debt Draw exceed the lesser of (i) the amount of Specified Foreign Debt Obligations due and payable as 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(srelated Foreign Debt Draw Date and (ii) 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 actually 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers Prepetition Fixed Asset Lenders and the Prepetition Foreign Working Capital Lenders (other than in connection with Cash Management Obligations, Obligations in respect of Secured Hedge Agreements or any Revolving Commitment Increases)the Specified Foreign Debt Obligations, pro ratawithin three (3) Business Days of such Foreign Debt Draw Date, second to pay interest due and payable in respect of any Loans (including Swing Loans) and any Protective Advances that may be outstanding, pro rata, third to then the Borrower shall immediately prepay the principal of any Protective Advances that may be outstanding, pro rata, and fourth Loans in an amount equal to prepay the principal of the Loans (including Swing Loans) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratasuch excess.

Mandatory Prepayments. The Borrower shall prepay the Loans, in each case, on a dollar-for-dollar basis, within five Business Days of receipt by Borrower of any Net Cash Proceeds referred to in this Section 2.11(b) with the lesser of (ax) If at 100% of the Net Cash Proceeds attributable to each Prepayment Event specified below and (y) the aggregate amount of Loans outstanding on the date of prepayment: (i) 100% of the Net Cash Proceeds received from any timeincurrence of Indebtedness of the Borrower for borrowed money (including Hybrid Securities and debt securities convertible into equity) by the Borrower (excluding (A) intercompany debt among the Borrower and/or its subsidiaries, (B) borrowings under the Existing Credit Agreement (including any increases thereto in accordance with the terms thereof) and under any capital lease, purchase money debt and equipment financings, (C) issuances of commercial paper, and (D) borrowings in an initial aggregate principal amount of Revolving Credit Outstandings exceeds up to $1,500,000,000 of senior unsecured term loans, provided that such term loans (x) mature no earlier than 364 days after the aggregate Maximum Credit at date any such time term loan is first drawn, and (including y) shall be on terms no more restrictive (taken as a result of any currency fluctuation), whole) to the Borrower shall forthwith, upon notification than the Loan Documents (as reasonably determined by the Borrower in consultation with the Administrative Agent); (ii) 100% of the Net Cash Proceeds received from the issuance of any Capital Stock by the Borrower (other than issuances pursuant to employee stock plans, prepay, directors compensations or similar arrangements); (iii) 100% of the Net Cash Proceeds received from any Asset Sale of Borrower in excess of $75,000,000 with respect to any single Asset Sale and $400,000,000 in the applicable currencyaggregate with respect to all Asset Sales other than (A) sales, the Swing Loans first transfers or other dispositions of inventory, used or surplus equipment and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations vehicles in the manner set forth ordinary course of business, (B) leases, subleases, licenses or sublicenses of real, personal or intellectual property in Section 10.5 in an amount equal the ordinary course of business, and (C) sales, transfers or other dispositions of property to the Dollar Equivalent of 101% of such excess. (b) If extent that (x) at any time during a Cash Dominion Period such property is exchanged for credit against the purchase price of similar replacement property or (y) in respect the proceeds of any Disposition that would result in the occurrence of a Cash Dominion Periodsuch sale, any Loan Party transfer or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject disposition are promptly applied to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days purchase price of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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)replacement property. (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 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 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (ai) If at On any timeday on which Revolving Credit Exposure exceeds the Line Cap (plus, during an Agent Advance Period, the aggregate principal amount of Revolving Credit Outstandings exceeds any then outstanding Agent Advances which have not remained outstanding beyond the aggregate Maximum Credit period described in Section 2.01(c) and do not exceed 10.0% of the Borrowing Base as then in effect) at such time (including as a result of any currency fluctuation)time, then in each case, the Borrower shall forthwithshall, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing repay on such day Revolving Loans first and then the other Loans then outstanding in an amount equal to such excess. If any If, after giving effect to the repayment of all outstanding Revolving Loans, the Outstanding Amount of Letters of Credit exceeds the Line Cap at such excess remains after repayment time, then in full of the aggregate outstanding Swing Loans and the other Loanseach case, the Borrower shall pay to the Administrative Agent pursuant to Section 2.12 on such day an amount of cash and/or Cash Collateralize Equivalents equal to the amount of such excess (up to a maximum amount equal to the Outstanding Amount of Letters of Credit at such time), such cash and/or Cash Equivalents to be held as security for all Obligations of the Borrower to each applicable Issuing Lender and the Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that, subject to compliance with the requirements set forth in Section 6.19, all such cash and/or Cash Equivalents paid to the Administrative Agent by the Borrower as security in such cash collateral account shall be made available to the Borrower promptly following the Borrower’s written request (in reasonable detail as to any requested funds transfer) delivered to the Administrative Agent, when (and then to the extent) the Revolving Credit Exposure no longer exceeds the Line Cap. (ii) On any day on which the aggregate amount of L/C Exposure exceeds the Letter of Credit Sublimit, the Borrower shall, pay to the Administrative Agent on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess, such cash and/or Cash Equivalents to be held as security for all Obligations of the Borrower to each applicable L/C Issuer and the Lenders hereunder in a cash collateral account to be established by, and under the manner sole dominion and control of, the Administrative Agent; provided that, subject to the compliance with the requirements set forth in Section 10.5 in an amount equal 6.19, all such cash and/or Cash Equivalents paid to the Dollar Equivalent Administrative Agent by the Borrower as security in such cash collateral account shall be made available to the Borrower promptly following the Borrower’s written request (in reasonable detail as to any requested funds transfer) delivered to the Administrative Agent, when (and then to the extent) the L/C Exposure no longer exceed the Letter of 101% of such excessCredit Sublimit. (biii) If (x) at any time during a Cash Dominion Period or (y) in With respect to each repayment of any Disposition 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 Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted Revolving Loans required by this Section 9.5(m2.05(b)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days may designate the Types of such receipt) prepay the Loans in an amount equal which are to 100% of such Net Cash Proceeds (be repaid and, in the case of Eurocurrency Rate Loans, the specific Borrowing or Borrowings pursuant to the extent which such Net Cash Proceeds exceed the aggregate principal amount Eurocurrency Rate Loans were made; provided that: (A) repayments 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 Eurocurrency Rate Loans pursuant to this Section 2.9 2.05(b) made on a day other than the last day of an Interest Period applicable thereto shall be without premium subject to Section 3.05; (B) if any repayment of Eurocurrency Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Eurocurrency Rate Loans made pursuant to such Borrowing to an amount less than $750,000, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (C) each repayment of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among the Lenders holding such Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, apply such repayment first, to the then outstanding Borrowings of Base Rate Loans and second, at such time as there remain no outstanding Borrowings of Base Rate Loans, to Eurocurrency Rate Loans in direct order of the maturities of the Interest Periods applicable thereto (or penalty. All interest accrued pro rata to such Borrowings with Interest Periods expiring on the principal amount same date). For the avoidance of doubt, it is understood that all mandatory repayments made pursuant to Section 2.05(b) will be made without a corresponding reduction to the Loans paid Aggregate Revolving Credit Commitments. (iv) In addition to any other mandatory prepayments pursuant to this Section 2.9 2.05(b), all then outstanding Revolving Loans 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, repaid in full 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataMaturity Date.

Mandatory Prepayments. (a) If at any time, time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currencyLoans, the Swing Loans first and then the other Loans then outstanding in an Letter of Credit Liabilities exceeds the lesser of (A) the Total Revolving Credit Commitment or (B) the Borrowing Base Availability minus the principal amount equal to such excess. If any such excess remains after repayment in full of the Outstanding Term Loans, or (ii) the sum of the aggregate outstanding Swing Loans and principal amount of the other Revolving Credit Loans, the Borrower shall Cash Collateralize Swing Loans, the Term Loans and the Letter of Credit Obligations in Liabilities exceeds the manner set forth in Section 10.5 in an amount equal to lesser of (A) the Dollar Equivalent of 101% of such excess. (b) If (x) at any time during a Cash Dominion Period Total Commitment or (yB) in respect of any Disposition that would result in the occurrence of a Cash Dominion PeriodBorrowing Base Availability, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, then the Borrower shall promptly (but in any event shall, within five (5) Business Days of such receipt) prepay occurrence pay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 excess to the Agent for the respective accounts of Creditthe Revolving Credit Lenders (in the case of clause (i)(A)) or all of the Lenders (in the case of clauses (i)(B) and (ii)), as applicable, for application to the Revolving Credit Loans, 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 any Swing Loans shall be paid solely to the Swing Loan Lender. (cb) Subject In the event there shall have occurred a casualty with respect to Section 3.5 hereof, all such payments in respect of any Mortgaged Property and the Borrower is required to repay the Loans pursuant to this Section 2.9 shall be without premium a Mortgage or penalty. All interest accrued on §7.7 or a Taking and the principal amount of Borrower is required to repay the Loans paid pursuant to this Section 2.9 a Mortgage or §7.7, the Borrower shall be paid, or may be charged by prepay the Administrative Agent to any loan account(sLoans within two (2) Business Days 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 receipt 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 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 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 of any fees Insurance Proceeds or expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than in connection with Cash Management Obligations, Obligations Condemnation Proceeds in respect of Secured Hedge Agreements such casualty or any Revolving Commitment Increases)Taking, pro rataas applicable, second in the amount required pursuant to pay interest due and payable in respect the relevant provisions of any Loans (including Swing 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata§7.7 or such Mortgage.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the The Borrower shall forthwithprepay the Loans, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other LoansCommitments shall be automatically reduced, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess.as follows: (bi) If (x) at an Event of Loss occurs with respect to any time during a Cash Dominion Period or Facilities and (y) in respect of any Disposition that would result in the occurrence of a Cash Dominion Period, any Loan Party Borrower or any Guarantor (or the Collateral Agent on their behalf) receives Loss Proceeds in connection with such Event of its Subsidiaries receives any Net Cash Loss in excess of $10,000,000 and (z) the Facilities are not or cannot be repaired, rebuilt or replaced in accordance with an Approved Restoration Plan, then (A) the Loss Proceeds arising from any Disposition in respect excess of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject $10,000,000 shall be used to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% the amount allocated to each Lender as its pro rata share of Loss Proceeds pursuant to Section 5.6(c) of the Collateral Agency and Intercreditor Agreement and (B) each Lender's Commitment shall be reduced by the amount so received. (ii) If (x) an Event of Loss occurs with respect to any Facilities and (y) the Facilities are repaired, rebuilt or replaced in accordance with an Approved Restoration Plan and (z) the Borrower or a Guarantor (or the Collateral Agent on their behalf) receives Loss Proceeds in excess of $5,000,000 in excess of the cost of such Net Cash repair, rebuilding or replacement in connection with such Event of Loss, then (A) the Loss Proceeds (and, in excess of $5,000,000 shall be used to prepay 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 the amount allocated to 101% each Lender as its pro rata share of Loss Proceeds pursuant to Section 5.6(d) of the aggregate maximum drawable Collateral Agency and Intercreditor Agreement and (B) each Lender's Commitment shall be reduced by the amount of such Letters of Credit)so received. (ciii) Subject If a Title Event occurs with respect to any Facilities and the Borrower or a Guarantor (or the Collateral Agent on their behalf) receives proceeds in connection with such Title Event in excess of $10,000,000, then (A) the proceeds in excess of $10,000,000 shall be used to prepay the Loans in an amount equal to the amount allocated to each Lender as its pro rata share of Loss Proceeds pursuant to Section 3.5 hereof, 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(s5.6(a) of the Borrower, at the Administrative Agent’s option, on the date of such payment. Interest Collateral Agency and Intercreditor Agreement and (B) each Lender's Commitment shall accrue and be due, until the next Business Day, if reduced by 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratareceived.

Mandatory Prepayments. (a) 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 General Revolving Loans PLUS (ii) the aggregate outstanding principal amount of Competitive Bid Loans PLUS (iii) the aggregate amount of Letter of Credit Outstandings Outstandings, exceeds the aggregate Maximum Credit at such time (including Total General Revolving Commitment as a result of any currency fluctuation)then in effect, the Borrower shall forthwithprepay on such date that principal amount of General Revolving Loans and, upon notification by the Administrative Agentafter General Revolving Loans have been paid in full, prepaythat principal amount of Competitive Bid Loans and, after Competitive Bid Loans have been paid in full, Unpaid Drawings, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an aggregate amount equal to such excess. If any such excess remains If, after repayment in full giving effect to the prepayment of General Revolving Loans, Competitive Bid Loans and Unpaid Drawings, the aggregate outstanding Swing Loans and amount of Letter of Credit Outstandings exceeds the other LoansTotal General Revolving Commitment as then in effect, the Borrower shall Cash Collateralize pay to the Letter of Credit Obligations in the manner set forth in Section 10.5 in Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess and the Dollar Equivalent Administrative Agent shall hold such payment as security for the obligations of 101% of such excessthe 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 on any date (xafter giving effect to any other payments on such date) the aggregate outstanding principal amount of Swing Line Revolving Loans exceeds: (i) the Total Swing Line Revolving Commitment as then in effect, or (ii) the Unutilized Total Revolving Loan Commitment as then in effect (taking into account any Competitive Bid Reductions and Receivables Program Reductions), the Borrower shall prepay on such date Swing Line Revolving Loans in an aggregate principal amount at any time during a Cash Dominion Period or least equal to such excess. (yc) in respect Not later than the third Business Day following the date of any Disposition that would result in receipt thereof by the occurrence of a Cash Dominion Period, any Loan Party or Borrower and/or any of its Subsidiaries receives of the Cash Proceeds from any Asset Sale as to which a mandatory prepayment of Loans is required by section 9.2(g), an amount equal to 75% of the Net Cash Proceeds arising then received from such Asset Sale shall be applied as a mandatory prepayment of principal of (x) FIRST, the then outstanding General Revolving Loans and (y) SECOND, once no General Revolving Loans remain outstanding, the then outstanding Competitive Bid Loans; PROVIDED, that the Borrower may upon written notice to the Administrative Agent postpone the application of all or any Disposition portion of such amount as is designated by the Borrower in respect such notice for a period of up to 12 months if the Borrower intends to reinvest the designated amount in capital expenditures or Permitted Acquisitions, and if such designated amount is so reinvested, no prepayment of Loans shall be required by reason of such Asset Sale. However, immediately after it becomes evident that any portion of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreementsuch designated amount will not be so reinvested, the Borrower shall promptly will immediately apply such portion as a mandatory prepayment as aforesaid. (but in any event within five (5d) Not later than the Business Days Day following the date of such receipt) prepay the Loans in receipt thereof by the Borrower, an amount equal to 100% of such Net Cash Proceeds the cash proceeds (andnet of underwriting discounts and commissions, to placement agent commissions and other customary fees and costs associated therewith) from the extent such Net Cash Proceeds exceed public sale or private placement of debt securities, or any similar incurrence of Indebtedness for borrowed money, by the aggregate Borrower as contemplated by section 9.4(c), shall be applied as a mandatory prepayment of principal amount of (x) FIRST, the then outstanding General Revolving Loans, and (y) SECOND, once no General Revolving Loans remain outstanding, Cash Collateralize Letters the then outstanding Competitive Bid Loans. (e) Not later than the Business Day following the date of Credit in the receipt thereof by the Borrower and/or any Subsidiary, an amount equal to up to 10150% of the aggregate maximum drawable cash proceeds (net of underwriting discounts and commissions, placement agent fees and other customary fees and costs associated therewith) from any sale or issuance of equity securities by the Borrower or any Subsidiary after the Initial Borrowing Date (other than (i) any inter-company sale to the Borrower or any Subsidiary and (ii) any sale or issuance to management, employees (or key employees) or directors pursuant to stock option or similar plans for the benefit of management, employees (key employees) or directors generally) shall be applied as a mandatory repayment of principal of (x) FIRST, the then outstanding General Revolving Loans, and (y) SECOND, once no General Revolving Loans remain outstanding, the then outstanding Competitive Bid Loans. (f) On the date of which a Change of Control occurs, notwithstanding anything to the contrary contained in this Agreement, no further Borrowings shall be made and 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 CreditCredit 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). (cg) Subject With respect to Section 3.5 hereofeach prepayment of Loans required by this section 4.2, the Borrower shall designate the Types of Loans which are to be prepaid, whether such Loans are General Revolving Loans or Swing Line Revolving Loans 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 Prime Rate Loans and Eurocurrency Loans with Interest Periods ending on the date of prepayment prior to designating any other Eurocurrency Loans for prepayment, (ii) if the outstanding principal amount of Eurocurrency Loans made pursuant to a Borrowing is reduced below the applicable Minimum Borrowing Amount as a result of any such payments prepayment, then all the Loans outstanding pursuant to such Borrowing shall be converted into Prime Rate Loans, and (iii) each prepayment of any Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans. In the absence of a designation by the Borrower as described in respect the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under section 2.11. Any prepayment of the Eurocurrency Loans pursuant to this Section 2.9 section 4.2 shall in all events 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 accompanied 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 compensation as is required 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratasection 2.11.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course Ordinary Course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m))Business, subject to the ABL Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 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 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (a) If at any time, time the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full sum of the aggregate outstanding Swing Loans and principal amount of the other Revolving Credit Loans, the Borrower shall Cash Collateralize Swing Loans, and the Letter of Credit Obligations in Liabilities exceeds the manner set forth in Section 10.5 in an lesser (a) the amount equal of the aggregate Revolving Credit Commitments or (b) the sum of (i) the Borrowing Base Availability, less (ii) the outstanding balance of the Term Loans, then the Borrowers shall, within ten (10) Business Days after receipt of notice from Agent of such occurrence pay the amount of such excess to the Dollar Equivalent Agent for the respective accounts of 101% 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 such excessany Swing Loans shall be paid solely to the Swing Loan Lender, subject to §3.2(c). (b) If (x) at any time during a Cash Dominion Period the outstanding principal balance of the Revolving Credit Loans, the Swing Loans, the Term Loan, and the Letter of Credit Liabilities exceeds the lesser of (a) the amount of the aggregate Total Commitment or (yb) the Borrowing Base Availability, within ten (10) Business Days after receipt of notice from Agent of such occurrence pay the amount of such excess to the Agent for the respective accounts of the Lenders, as applicable, for application to the Loans as provided in respect §3.4, together with any additional amounts payable pursuant to §4.8, except that the amount of any Disposition that would result in Swing Loans shall be paid solely to the occurrence of a Cash Dominion Period, any Swing Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m))Lender, subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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§3.2(c). (c) Subject In the event there shall have occurred a casualty with respect to Section 3.5 hereof, all such payments in respect of any Collateral Property and the Borrowers are required to repay the Loans pursuant to this Section 2.9 shall be without premium §7.7 or penalty. All interest accrued on a Taking and the principal amount of Borrowers are required to repay the Loans paid pursuant to this Section 2.9 §7.7, the Borrowers shall be paid, or may be charged by prepay the Administrative Agent to any loan account(s) of the Borrower, at the Administrative Agent’s option, on Loans concurrently with the date of receipt by 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 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 Agent shall apply of all Same Day Funds credited of Insurance Proceeds or Condemnation Proceeds to the Concentration Account and all amounts be received pursuant to Section 2.9(b), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than in connection with Cash Management Obligations, Obligations in respect of Secured Hedge Agreements such casualty or any Revolving Commitment Increases)Taking, pro rataas applicable, second or as soon thereafter as is reasonably practicable, in the amount required pursuant to pay interest due and payable in respect the relevant provisions of any Loans (including Swing 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata§7.7.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation)time, the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currencyDollars, the Swing Loans first and then the other Loans (other than FILO Loan) then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other LoansLoans (other than FILO Loan), the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral included in the Borrowing Base or the FILO Borrowing Base outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreementbusiness, 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 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, (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 constituting the FILO Loan), the Borrower shall prepay an aggregate principal amount of the Loans (other than FILO Loan) equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, as applicable, or (ii) Credit Agreement Refinancing Indebtedness (with respect to any Refinanced Debt constituting FILO Loan), the Borrower shall prepay an aggregate principal amount of the FILO Loan equal to 100% of all Net Cash Proceeds received therefrom on the date of receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, as applicable. (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 penaltypenalty 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 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 such bank account after 3:00 p.m. (df) 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 Concentration 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) If at any time, time the sum of the aggregate outstanding principal amount of the Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currencyLoans, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations Liabilities exceeds the aggregate Revolving Credit Commitments, then the Parent Borrower shall, within ten (10) Business Days after receipt of notice from Agent of such occurrence pay the amount of such excess to the Agent for the respective accounts of 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 manner set forth amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Notwithstanding the foregoing, if the Agent notifies the Parent Borrower at any time that the Outstanding amount of all Loans denominated in Section 10.5 in an Alternative Currencies at such time exceeds a Dollar Equivalent amount equal to the Dollar Equivalent of 101(a) 105% of the Alternative Currency Sublimit then in effect, or (b) 105% of the Unencumbered Asset Pool Availability, then, within three (3) Business Days after receipt of such excessnotice, the Parent Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect or 100% of the Unencumbered Asset Pool Availability, respectively. (b) If (x) at any time during the outstanding principal balance of the Revolving Credit Loans, the Swing Loans, the Term Loan, the Term Loan II Loan, the Term Loan III Loan, the Letter of Credit Liabilities and all other Unsecured Debt exceeds the Unencumbered Asset Pool Availability (including, without limitation, as a Cash Dominion Period or (y) in respect result of the termination of any Disposition that would result in the occurrence ground lease or any lease of a Cash Dominion Period, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Leased Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)related to an Eligible Real Estate Asset), subject to the Intercreditor Agreementthen Parent Borrower shall, the Borrower shall promptly within ten (but in any event within five (510) Business Days after receipt of notice from the Agent of such receipt) prepay occurrence, pay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 excess as a payment 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 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 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 holder or holders of any Unsecured Debt, together with any additional amounts required to be paid to 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 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 holder or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than holders in connection with Cash Management Obligations, Obligations in respect such principal payments 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataIndebtedness.

Mandatory Prepayments. (ai) If at any time, time the aggregate principal amount of Revolving Credit Outstandings exceeds exceed the aggregate Maximum Revolving Credit at such time (including as a result of any currency fluctuation)Commitments, the Borrower shall forthwith, agrees to repay immediately upon notification by notice from the Administrative Agent, prepayby payment to the Administrative Agent for the account of the Revolving Credit Lenders, in the applicable currency, the Swing Loans first and then the other Loans then outstanding Extensions of Credit in an amount equal to such excess. If any excess with each such excess remains after repayment in full applied first, to the principal amount of outstanding Swingline Loans, second to the aggregate principal amount of outstanding Swing Revolving Credit Loans and the other Loansthird, the Borrower shall with respect to any Letters of Credit then outstanding, to Cash Collateralize the Letter of Credit any L/C Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excessexcess (such Cash Collateral to be applied in accordance with Section 10.2(b)). (bii) If an Availability Deficiency exists after a redetermination of the Availability pursuant to Article IV, the Borrower shall within 30 days after the applicable Determination Date repay, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit and Cash Collateralize the L/C Obligations to the extent required to reduce or eliminate any Availability Deficiency. Any such payment pursuant to this Section 2.4(b)(ii) shall be applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, to Cash Collateralize any L/C Obligations. (xiii) at any time during a Cash Dominion Period Upon the incurrence or (y) in respect of any Disposition that would result in issuance by the occurrence of a Cash Dominion Period, any Loan Party Borrower 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 Indebtedness (other than any Current Asset Collateral that is part of any Disposition Indebtedness expressly permitted by to be incurred or issued pursuant to Section 9.5(m9.1)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days immediately repay, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit and Cash Collateralize the L/C Obligations with 100% of the Net Cash Proceeds of such receiptIndebtedness. Any such payment pursuant to this Section 2.4(b)(iv) prepay shall be applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, to Cash Collateralize any L/C Obligations. (iv) Upon receipt of any AES Letter of Credit Proceeds by any Credit Party, the Borrower shall immediately repay, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit and Cash Collateralize the L/C Obligations in an amount equal to such AES Letter of Credit Proceeds. Any such payment pursuant to this Section 2.4(b)(iv) shall be applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, to Cash Collateralize any L/C Obligations. (v) Upon the consummation of any Disposition made pursuant to Section 9.5(f) (to the extent pursuant to an Investment permitted by Section 9.3(k) or (n)) or (h) by the Borrower or any Restricted Subsidiary, the Borrower shall immediately repay, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit and Cash Collateralize the L/C Obligations in amounts equal to one hundred percent (100% %) of such the aggregate Net Cash Proceeds (andreceived from any such Disposition. Any such payment pursuant to this Section 2.4(b)(v) shall be applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, to Cash Collateralize any L/C Obligations; provided that so long as no Event of Default has occurred and is continuing, no prepayments of aggregate Net Cash Proceeds from such Dispositions shall be required hereunder to the extent such Net Cash Proceeds exceed are used to acquire other assets useful in the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Credit in an amount equal to up to 101% ordinary course of the aggregate maximum drawable amount business of the Credit Parties within three hundred sixty (360) days after receipt of such Letters Net Cash Proceeds by the Credit Parties; provided, however, that any portion of CreditNet Cash Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this clause (v). (cvi) Subject The Borrower shall make payment to Section 3.5 hereof, all such payments in respect the Administrative Agent for the account of the Loans Revolving Credit Lenders, Extensions of Credit and Cash Collateralize the L/C Obligations in amounts equal to one hundred percent (100%) of the aggregate Net Proceeds from any Insurance and Condemnation Event received by any Credit Party. Any such payment pursuant to this Section 2.9 2.4(b)(vi) shall be without premium or penalty. All interest accrued on applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans paid and third, with respect to any Letters of Credit then outstanding, to Cash Collateralize any L/C Obligations; provided that so long as no Event of Default has occurred and is continuing, no prepayments of aggregate Net Cash Proceeds from such Insurance and Condemnation Event shall be required hereunder to the extent such Net Cash Proceeds are used to repair or replace the assets subject to such Insurance and Condemnation Event or acquire other assets useful in the ordinary course of the business of the Credit Parties within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Credit Parties; provided, however, that any portion of Net Cash Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this clause (vi). (vii) Notwithstanding anything in this Agreement to the contrary, no payment required to be made pursuant to this Section 2.9 2.4(b) shall be paid, or may be charged by reduce the Administrative Agent to any loan account(s) Revolving Credit Commitment 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 such bank account after 3:00 p.m. (d) 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataLender.

Mandatory Prepayments. (a) If at any time, time (i) the sum of the aggregate outstanding principal amount of the Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currencyLoans, the Swing Loans first and then the other Loans then outstanding in an Letter of Credit Liabilities exceeds the lesser of (x) Total Revolving Credit Commitment, or (y) the Borrowing Base Availability minus the principal amount equal to such excess. If any such excess remains after repayment in full of the Outstanding Term Loans, or (ii) the sum of the aggregate outstanding principal amount of the Revolving Credit Loans, the Term Loans, the Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in Liabilities exceeds the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent lesser of 101% of such excess. (b) If (x) at any time during a Cash Dominion Period or the Total Commitment and (y) in respect of any Disposition that would result in the occurrence of a Cash Dominion PeriodBorrowing Base Availability, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, then the Borrower shall promptly (but in any event shall, within five (5) Business Days of such receiptoccurrence pay the amount of such excess to the Agent for the respective accounts of the Revolving Credit Lenders (in the case of clause (i)(x)) or all of the Lenders (in the case of clauses (i)(y) and (ii)), 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 the Agent cash in any additional amount necessary to secure the Outstanding Letter of Credit Liabilities, except that the amount of any Swing Loans shall be paid solely to the Swing Loan Lender. (b) Upon the occurrence of any and all capital events by REIT, the Borrower or any of their respective Subsidiaries, including, without limitation, all asset sales, refinancings and financings (secured, unsecured or otherwise), recapitalizations, equity issuances and other similar capital transactions consummated by REIT, the Borrower or any Subsidiary thereof (for the avoidance of doubt, excluding the borrowing or issuance of any Loan or Letter of Credit or other capital event occurring under the Loan Documents), during the period commencing on the Second Amendment Date and ending on the first (1st) day of the Distributions Covenant Commencement Quarter (provided, for the avoidance of doubt, that the Distribution Trigger Conditions have been satisfied with respect to such fiscal quarter), the Borrower shall, within two (2) Business Days after the receipt of net cash proceeds by REIT, the Borrower or any Subsidiary thereof from such capital event, prepay the outstanding principal amount of Revolving Credit Loans in an amount equal to the lesser of (x) one hundred percent (100% of such Net Cash Proceeds (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 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 Borrower, at net cash proceeds of each such capital event and (y) the Administrative Agent’s option, outstanding principal balance of Revolving Credit Loans outstanding on the date of such paymentprepayment; provided, further, that Borrower shall, to the extent feasible, give at least one (1) Business Days’ prior written notice to Agent of the expected date of each such capital event. Interest For the purposes of this §3.2(b), net cash proceeds shall accrue and be duean amount equal to the gross cash proceeds of such capital event, until the next Business Day, if less 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 of all times after the occurrence usual and during the continuance customary closing costs and other out of Cash Dominion Period pocket costs, fees 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than expenses incurred in connection with Cash Management Obligationssuch capital event, Obligations all amounts required to repay in respect of Secured Hedge Agreements full in cash any Indebtedness (if any) being repaid or refinanced in connection with such capital event, all taxes paid or reasonably expected to be paid in connection therewith, and any Revolving Commitment Increases)amounts attributable to Unconsolidated Affiliates. Notwithstanding anything to the contrary contained herein, prepayments made by Borrower pursuant to this §3.2(b) shall be applied first, pro rata, second rata to pay interest due and payable in respect of any Loans (including Swing Loans) and any Protective Advances that may be outstanding, pro rata, third to prepay the principal of any Protective Advances that may be outstandingOutstanding Swing Loans, second, pro rata, and fourth rata to prepay the principal of the any Outstanding Revolving Credit Loans (including Swing and with respect to each category of Revolving Credit Loans) , first, pro rata to the principal of Revolving Credit Base Rate Loans, and then second, pro rata to Cash Collateralize the principal of LIBOR Rate Revolving Credit Loans), and third, to cash collateralize any outstanding Letter of Credit ObligationsLiabilities on a pro rata basis, pro ratain each case without any reduction in Revolving Credit Commitments.”; (i) By deleting the words and figures “§3.2(a)(ii) or §3.2(b)” appearing in §3.4 of the Credit Agreement and inserting in lieu thereof the words and figures: “§3.2(a)(i)(y) or §3.2(a)(ii)”; (j) By deleting the word “In” appearing at the beginning of §4.5, and inserting in lieu thereof the words: “Subject to §4.16, in”; (k) By deleting in its entirety §4.16 of the Credit Agreement, and inserting in lieu thereof the following new §4.16:

Mandatory Prepayments. (a) If on any date prior to the Final Maturity Date (including, without limitation, any date on which Dollar Equivalents are determined pursuant to Section 12.07(c)), the sum of the aggregate outstanding Principal Amount of Loans (all the foregoing, collectively, the “Aggregate Loan Outstandings”) plus the Letter of Credit Outstandings exceeds 105% of the Total Commitment as then in effect, the Company shall cause one or more Borrowers to repay on such day the Principal Amount of the Revolving Loans in an aggregate amount equal to the amount by which the Aggregate Loan Outstandings plus the Letter of Credit Outstandings exceed the Total Commitment as then in effect. If, after giving effect to the prepayment of all outstanding Revolving Loans, as set forth above, the sum of the remaining Aggregate Loan Outstandings plus the Letter of Credit Outstandings exceed the Total Commitment, the Company shall cause one or more Borrowers to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the sum of the aggregate Principal Amount of Competitive Bid Loans outstanding at such time plus the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrowers to the Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (b) If on any date prior to the Final Maturity Date (including, without limitation, any date on which Dollar Equivalents are determined pursuant to Section 12.07(c)), the Aggregate Loan Outstandings exceeds the Loan Sublimit at such time, then the Company shall cause one or more Borrowers to repay on such day the Principal Amount of the Revolving Loans in an aggregate amount equal to the amount by which the Aggregate Loan Outstandings exceed the Loan Sublimit at such time. If, after giving effect to the prepayment of all outstanding Revolving Loans, as set forth above, the aggregate principal Principal Amount of Competitive Bid Loans then outstanding exceeds the Loan Sublimit, the Company shall cause one or more Borrowers to pay to the Administrative Agent at the Payment Office on such date an amount of Revolving Credit Outstandings exceeds cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the aggregate Maximum Credit Principal Amount of Competitive Bid Loans outstanding at such time (including as a result of any currency fluctuationtime), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower shall forthwith, upon notification Borrowers to the Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent, prepay, in the applicable currency, the Swing Loans first but only if and then the other Loans then outstanding in an amount equal to such excess. If any for so long as such excess remains after repayment in full of the aggregate outstanding Swing Loans exists and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal only to the Dollar Equivalent of 101% extent of such excess. (bc) If on any date after the Final Maturity Date (xincluding, without limitation, any date on which Dollar Equivalents are determined pursuant to Section 12.07(c)), the Letter of Credit Outstandings exceed 105% of the L/C FMD Amount, the Company shall cause one or more Borrowers to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents equal to the amount by which the Letter of Credit Outstandings exceed the L/C FMD Amount, such cash and/or Cash Equivalents to be held as security for all obligations of the Borrowers to the Lenders hereunder in a cash collateral account to be established by the Administrative Agent on terms reasonably satisfactory to the Administrative Agent. (d) at any time during a Cash Dominion Period On the maturity date specified pursuant to Section 1.04(a) with respect to each Competitive Bid Loan, the applicable Borrower shall repay such Competitive Bid Loan to the applicable Bidder Lender or Bidder Lenders. Notwithstanding anything to the contrary contained herein, all Competitive Bid Loans shall be repaid in full on the Final Maturity Date unless paid in full prior to such date. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Revolving Loans shall be repaid in full on the Final Maturity Date. (f) With respect to each prepayment of Loans required by Section 4.02(a), (b), (c) or (yd), the applicable Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made, provided that (i) if any prepayment of Eurodollar Loans denominated in respect Dollars made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, then all Loans outstanding pursuant to such Borrowing shall be immediately converted into Base Rate Loans and (ii) each prepayment of any Disposition that would result Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by a Borrower as described in the occurrence of a Cash Dominion Periodpreceding sentence, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m))Administrative Agent shall, subject to the Intercreditor Agreementabove, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.12. (g) It is understood that, notwithstanding anything in this Section 4.02 to the contrary, each Designated Subsidiary Borrower shall promptly (but in any event within five (5) Business Days only be required to repay or provide cash collateral for its own Loans and Letters of such receipt) prepay Credit, and shall not be liable for the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans outstanding, Cash Collateralize or 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 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 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataother Borrower.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess[Reserved]. (b) If [Reserved]. (xc) at any time during a Cash Dominion Period or [Reserved]. (yd) in respect On each Fee Payment Date, the Administrative Agent shall determine the Total Multicurrency Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Disposition that would result in the occurrence of a Cash Dominion Fee Payment Period, any Loan Party the Total Multicurrency Extensions of Credit exceeds the Total Multicurrency Commitments then in effect by 5% or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of more, then the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m))Administrative Agent shall notify the Company and, subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) notice, the Company or the relevant Subsidiary Borrower shall prepay the Multicurrency Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed the aggregate principal amount at least equal to such excess; provided, that the failure of the Administrative Agent to determine the Total Multicurrency Extensions of Credit as provided in this Section 2.16(d) shall not subject the Administrative Agent to any liability hereunder. (e) On each Fee Payment Date, the Administrative Agent shall determine the Total L/C Tranche Extensions of Credit as of the last day of the related Fee Payment Period. If, as of the last day of any Fee Payment Period, the Total L/C Tranche Extensions of Credit exceeds the Total L/C Tranche Commitments then in effect by 5% or more, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay L/C Tranche Loans outstanding, Cash or Collateralize outstanding Letters of Credit in an aggregate principal or face amount at least equal to up to 101% such excess; provided, that the failure of the aggregate maximum drawable amount Administrative Agent to determine the Total L/C Tranche Extensions of such Letters of Credit). (c) Subject to Section 3.5 hereof, all such payments Credit as provided in respect of the Loans pursuant to this Section 2.9 2.16(e) 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 not subject the Administrative Agent to any loan account(sliability hereunder. (f) The Brazilian Administrative Agent shall determine the Total Brazilian Extensions of Credit on a quarterly basis as detailed in the Brazilian Bank Certificates. If, as of any quarterly date of determination, the Total Brazilian Extensions of Credit exceeds the Total Brazilian Commitments then in effect by 5% or more, then the Brazilian Administrative Agent shall notify the Administrative Agent and the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay the Brazilian Loans in an aggregate principal amount at least equal to such excess; provided, that the failure of the BorrowerBrazilian Administrative Agent to determine the Total Brazilian 509265-1725-14038-Active.16338633 Extensions of Credit as provided in this Section 2.16(f) shall not subject the Brazilian Administrative Agent to any liability hereunder. (g) If at any time the Total Consolidated GMF Exposure shall exceed $2 billion, at the Administrative Agent’s optionCompany, on the date GMF or any Subsidiary of such payment. Interest shall accrue and be dueGMF shall, until the next within one (1) Business Day, if prepay the then outstanding Total Consolidated GMF Exposure by the amount so paid by the Borrower to the bank account designated by the Administrative Agent for of 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataexcess.

Mandatory Prepayments. (ai) If at If, on any timedate, the sum of (A) the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, all Advances denominated in the applicable currency, the Swing Loans first and then the other Loans Dollars then outstanding plus (B) the Equivalent in an amount equal Dollars (determined on the third Business Day prior to such excess. If any such excess remains after repayment in full date) of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans outstanding, Cash Collateralize all Advances denominated in Foreign Currencies then outstanding plus (C) the aggregate Available Amount of all Letters of Credit denominated in an amount equal Dollars then outstanding plus (D) the Equivalent in Dollars (determined on the third Business Day prior to up to 101such date) of the aggregate Available Amount of all Letters of Credit denominated in Major Currencies then outstanding exceeds 103% of the aggregate maximum drawable amount of such Letters of Credit). (c) Subject to Section 3.5 hereof, all such payments in respect Commitments of the Loans pursuant to this Section 2.9 Lenders on such date, the Company and each other Borrower, if any, shall be without premium or penalty. All interest accrued on thereupon promptly prepay the outstanding principal amount of any Advances owing by such Borrower in an aggregate amount (or deposit an amount in the Loans paid pursuant Cash Deposit Account) sufficient to this Section 2.9 shall be paid, or may be charged reduce such sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the Administrative Agent amount in the Cash Deposit Account) to any loan account(s) an amount not to exceed 100% of the Borroweraggregate Commitments of the Lenders on such date, at the Administrative Agent’s option, on together with any interest accrued to the date of such payment. prepayment on the principal amounts prepaid NYDOCS01/1619437.3A 46 and, in the case of any prepayment of a Eurocurrency Rate Advance, a LIBO Rate Advance or a Local Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which such Borrower shall accrue and be due, until the next Business Day, if the amount so paid by the Borrower obligated to reimburse to the bank account designated by the Administrative Agent for such purpose is received Lenders in such bank account after 3:00 p.m. (d) At all times after the occurrence and during the continuance of Cash Dominion Period and notification respect 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 Agent shall apply all Same Day Funds credited to the Concentration Account and all amounts received pursuant to Section 2.9(b9.04(c). The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(i) to the Borrowers and the Lenders. (ii) If, on any date, the sum of (A) the Equivalent in Dollars of the aggregate principal amount of all Eurocurrency Rate Advances denominated in Major Currencies then outstanding plus (B) the Equivalent in Dollars of the aggregate principal amount of all Competitive Bid Advances denominated in Foreign Currencies then outstanding plus (C) the Equivalent in Dollars of the aggregate Available Amount of all Letters of Credit denominated in Major Currencies then outstanding (in each case, determined on the third Business Day prior to such date), shall exceed 110% of $500,000,000, the Company and each other Borrower shall prepay the outstanding principal amount of any such Eurocurrency Rate Advances or any such LIBO Rate Advances owing by such Borrower, on the last day of the Interest Periods relating to such Advances, in an aggregate amount (or deposit an amount in the Cash Deposit Account) sufficient to reduce such sum (calculated on the basis of the Available Amount of Letters of Credit being reduced by the amount in the Cash Deposit Account) to an amount not to exceed $500,000,000, together with any interest accrued to the date of such prepayment on the principal amounts prepaid. The Administrative Agent shall give prompt notice of any prepayment required under this Section 2.10(b)(ii) to the Borrowers and the Lenders. Prepayments under this Section 2.10(b)(ii) shall be allocated first to pay any fees or expense reimbursements then due to Swing Line Advances, ratably among the Administrative Agent, the Issuers and the 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) Line Banks; and any Protective excess amount shall then be allocated to Revolving Credit 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 comprising part of the Loans (including Swing Loans) and to Cash Collateralize outstanding Letter of same Revolving Credit ObligationsBorrowing selected by the applicable Borrower, pro rataratably among the Lenders.

Mandatory Prepayments. Without reducing the Revolving Loan Facility or any of the Revolving Loan Commitments, the Borrower shall prepay the Loans as follows: (ai) If If, at any time, the aggregate principal amount Effective Amount of all Revolving Credit Outstandings Loans, Swing Line Loans and L/C Obligations then outstanding exceeds the aggregate Maximum Credit Revolving Loan Facility at such time (including as a result of any currency fluctuation)time, the Borrower shall forthwithimmediately (A) prepay the Swing Line Loans to the extent Swing Line Loans in a sufficient amount are then outstanding, upon notification by (B) then prepay the Administrative Agent, prepayRevolving Loans to the extent Revolving Loans in a sufficient amount are then outstanding, in an aggregate principal amount equal to such excess and (C) if the applicable currencyRevolving Loan Facility has been reduced to zero, Cash Collateralize the Swing Loans first and then Obligations in respect of the other Loans then outstanding Revolving Loan Facility in an amount equal to such excess. If any such excess remains after repayment in full the then Effective Amount of the L/C Obligations. (ii) If, during any fiscal year (including fiscal year 2005), any CBII Entity sells or otherwise disposes of any assets (other than (A) sales permitted under Section 5.02(c)(i), (iii), (v), (vi), (vii) or (viii), (B) sales or leases between Borrower Entities (other than any Fresh Express Entities), (C) sales or leases between Fresh Express Entities (provided that such sale or lease does not impair any security for the Fresh Express Secured Obligations), (D) substantially equivalent exchanges of assets at Fair Market Value and upon terms at least as favorable as an arm’s-length transaction with unaffiliated Persons or (E) any sale (or related sales) otherwise permitted under Section 5.02(c) to the extent the aggregate consideration received by the CBII Entities for such sale (or related sales) does not exceed $1,000,000 (collectively “Permitted Sales”)) and the Net Cash Proceeds of such asset sales or other dispositions (other than Permitted Sales), when added to the Net Cash Proceeds of all such sales and other dispositions by all CBII Entities during such fiscal year (other than Permitted Sales), in the aggregate, exceed $15,000,000 for such fiscal year, the Borrower shall, after the completion of each sale or other disposition which results in such an excess or an increase in such an excess (but subject to the reinvestment exceptions below), prepay (or cause to be prepaid) the outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 2.06(e), in each case, in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an aggregate principal amount equal to 100% of such excess or such increase in such excess; provided that so long as the Net Cash Proceeds portion of the consideration (andin excess of $5,000,000 in the aggregate for the immediately preceding fiscal year) for any such disposed assets (other than from Permitted Sales) is not less than 50% of all consideration for such disposed assets, only the Net Cash Proceeds at the time of sale will be counted for purposes of any prepayment required under this sentence and the remaining consideration shall be counted when received as cash or its equivalent, otherwise 100% of all net proceeds (cash and non-cash) shall be counted; and provided further that any prepayment required shall be exclusive of any cash and non-cash proceeds received in connection with the sale or disposition of, or collection on, the Banacol Notes, or any sale or other disposition of any Equity Securities of Landec and/or Equity Securities and assets of American Produce Company by any of the CBII Entities. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this clause (ii) with respect to any sale (a “Relevant Sale”) if the Borrower advises the Administrative Agent in writing at the time the Net Cash Proceeds from such Relevant Sale are received that the Borrower intends to cause (A) in the case of a Relevant Sale of assets of any Fresh Express Entity, a Fresh Express Entity, or (B) in the case of a Relevant Sale of assets of any CBII Entity other than a Fresh Express Entity, a Borrower Entity other than a Fresh Express Entity, in either such case, to reinvest all or any portion of such Net Cash Proceeds in property, plant, equipment, other fixed or capital assets, and/or investments (including joint ventures) in Food-Related Businesses to the extent such Net Cash Proceeds exceed are in fact so reinvested in the acquisition of such assets or investments within 180 days from the date on which such Net Cash Proceeds from the Relevant Sale are received, provided, however, that the Borrower’s requirement to advise the Administrative Agent as provided above shall not apply to any Relevant Sales that in the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Credit in an amount are equal to up or less than $5,000,000 for the immediately preceding fiscal year. If, at any time after the occurrence of a Relevant Sale and prior to 101% the acquisition of such assets or investments, the 180-day period provided in the preceding sentence shall elapse without the occurrence of the aggregate maximum drawable related acquisition or investment or an Event of Default shall occur and is continuing, then the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of such Letters of Creditthis clause (ii). (ciii) Subject If, during any fiscal year (including fiscal year 2005), any CBII Entity receives Extraordinary Receipts and the Net Cash Proceeds of such Extraordinary Receipts, when added to Section 3.5 hereof, the Net Cash Proceeds of all such payments Extraordinary Receipts obtained by all CBII Entities during such fiscal year, in respect the aggregate, exceed $20,000,000 for such fiscal year, the Borrower shall, after receipt of by the CBII Entities of the Net Cash Proceeds from such Extraordinary Receipts which results in such an excess or an increase in such an excess (but subject to the reinvestment section below), prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of such excess or such increase in such excess. Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on clause (iii) with respect to any event resulting in the principal amount receipt of Extraordinary Receipts (a “Relevant Event”) if the Loans paid pursuant to this Section 2.9 shall be paid, or may be charged by Borrower advises the Administrative Agent in writing promptly after the time the excess Net Cash Proceeds from such Relevant Event are received that the Borrower intends to cause (x) in the case of a Relevant Event involving any loan account(sFresh Express Entity, a Fresh Express Entity, and (y) in the case of a Relevant Event involving any CBII Entity other than a Fresh Express Entity, a Borrower Entity other than a Fresh Express Entity, in either such case, to reinvest all or any portion of such excess Net Cash Proceeds in property, plant, equipment, other replacement assets, and/or investments (including joint ventures) in Food-Related Businesses to the Borrower, at extent (A) such excess Net Cash Proceeds are in fact committed to be reinvested by such Person pursuant to a purchase contract providing for the Administrative Agent’s option, on acquisition of such replacement assets that is executed by such Person and the related seller within one year from the date of such payment. Interest Relevant Event and (B) the acquisition of such replacement assets or investments occurs within two years from the date on which the Net Cash Proceeds from the Relevant Event are received; provided, however, that the Borrower’s requirement to advise the Administrative Agent as provided above shall accrue and be due, not apply to any Relevant Event until the next Business DayNet Cash Proceeds in respect of such Relevant Events during such fiscal year exceed $20,000,000. If, if at any time after the occurrence of a Relevant Event and prior to the acquisition of the related replacement assets or investments, the one-year or two-year period provided in clause (A) or (B), respectively, of the preceding sentence shall elapse without execution of the related purchase contract (in the case of clause (A)), the occurrence of the related acquisition or investment (in the case of clause (B)) or an Event of Default shall occur and only so long as continuing, then, upon request of the Administrative Agent or the Required Lenders, the Borrower shall immediately prepay the Loans in the amount so paid and in the manner described in the first sentence of this clause (iii). At any time after the occurrence of a Relevant Event and prior to the acquisition of the related replacement assets or investments, upon request of the Administrative Agent or the Required Lenders, the Borrower shall deposit the Net Cash Proceeds from such Relevant Event which result in an excess over the $20,000,000 per fiscal year amount described above or an increase in such an excess into an interest-bearing account with the Administrative Agent (which interest-bearing account shall be perfected by the Borrower to the bank account designated entering into a control agreement and other documentation reasonably requested by the Administrative Agent Agent) until such Net Cash Proceeds are reinvested or paid toward the Loans as directed by the Borrower. (iv) If, at any time after the Effective Date, any CBII Entity issues or incurs any Indebtedness for borrowed money, including Indebtedness evidenced by notes, bonds, debentures or other similar instruments (provided that Permitted Indebtedness shall not be counted and non-cash assets received upon issuance of debt in connection with asset acquisitions shall be excluded, except to the extent any such Permitted Indebtedness is issued or incurred to finance, directly or indirectly, the payment in cash or otherwise, of any Distributions by any of the CBII Entities), the Borrower shall, immediately after such issuance or incurrence, prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 100% of the Net Cash Proceeds of such Indebtedness. (v) On or prior to the 120th day following the end of each fiscal year of Holdings (commencing with the fiscal year of Holdings ending December 31, 2006), the Borrower shall prepay (or cause to be prepaid) the outstanding Loans and the other Obligations in the manner set forth in Section 2.06(e), in an aggregate amount equal to 50% of Excess Cash Flow for such purpose is received in most recently ended fiscal year (provided that (i) such bank account after 3:00 p.m.amount shall be reduced to 25% of Excess Cash Flow if the Consolidated Leverage Ratio as of the most recently ended fiscal year of Holdings shall be less than 3.00:1.00 and (ii) such amount shall be reduced to 0% of Excess Cash Flow if the Consolidated Leverage Ratio as of the most recently ended fiscal year of Holdings shall be less than 2.00:1.00). (dvi) At all times If, at any time after the occurrence Effective Date, any CBII Entity issues any Equity Securities (other than any issuances thereof to CBII or any Borrower Entity), the Borrower shall, immediately after such issuance or incurrence, prepay (or cause to be prepaid) the outstanding Loans and during the continuance other Obligations in the manner set forth in Section 2.06(e), in each case, in an aggregate principal amount equal to 50% of the Net Cash Dominion Period Proceeds from such Equity Securities. (vii) If, at any time, (A) any CBII Entity shall fail to observe or perform the covenant contained in Section 5.02(p) of this Agreement, (B) such failure is material and notification thereof by (C) (1) such failure occurs with an officer of the Borrower or CBII being aware of such failure before its occurrence, (2) such failure is not isolated or (3) such failure continues without the Borrower’s promptly taking reasonable and practicable measures to remedy such failure or to mitigate the legal consequences of such failure after the date an officer of the Borrower or of CBII becomes aware of such failure, the Administrative Agent may or, upon instructions from the Required Term B Lenders or the Required Term C Lenders, as applicable, shall, by written notice to the Borrower, require the Borrower (subject to prepay any outstanding Term B Loans and any outstanding Term C Loans, as the provisions of Section 10.3 and to the terms of the Security Agreement)case may be, on each Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders Borrower agrees to so prepay such Term B Loans and Term C Loans, as the case may be, immediately (other than and in connection with Cash Management Obligations, Obligations in respect any event within 10 Business Days) following receipt 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratasuch notice.

Mandatory Prepayments. (a) If at In the event that the Borrower receives any timeNet Cash Proceeds (including into escrow) of any incurrence, issuance, offering or placement of Debt for borrowed money (including hybrid securities and debt securities convertible into equity) (other than (i) Excluded Debt, (ii) commercial paper issued by the Borrower in the ordinary course of business, (iii) borrowings under the Existing Credit Agreement up to an aggregate principal amount of Revolving Credit Outstandings exceeds not to exceed the aggregate Maximum Credit at such time commitments thereunder as in effect on the date hereof, (including as a result of any currency fluctuationiv) intercompany indebtedness between the Borrower and its Subsidiaries and (v) the Loans), in each case on or after the Effective Date, then 100% of such Net Cash Proceeds shall be applied, not later than three Domestic Business Days following the receipt by the Borrower shall forthwithof such Net Cash Proceeds, upon notification by to prepay the Administrative AgentLoans (or, prepayif prior to the Closing Date, in permanently and automatically reduce the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner Commitments) as set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess2.09(c). (b) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition In the event that would result in the occurrence of a Cash Dominion Period, any Loan Party Borrower or any of its Subsidiaries receives any Net Cash Proceeds arising from (including cash equivalents) of any Disposition Prepayment Asset Sale in respect of any Current Asset Collateral outside which TD Securities (USA) LLC or one of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, its Affiliates has advised the Borrower shall promptly (but or such Subsidiary in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to relation thereto as sell-side advisor, then 100% of such Net Cash Proceeds (andshall be applied, to not later than three Domestic Business Days following the extent receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds exceed Proceeds, to prepay the aggregate principal amount of Loans outstanding(or, Cash Collateralize Letters of Credit if prior to the Closing Date, permanently and automatically reduce the Commitments) as set forth in an amount equal to up to 101% of the aggregate maximum drawable amount of such Letters of CreditSection 2.09(c). (c) Subject to Section 3.5 hereofThe Borrower shall promptly (and not later than the second Domestic Business Day following receipt thereof) notify the Administrative Agent, all which shall be substantially in the form of Exhibit H or such payments in respect other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), of the Loans pursuant receipt by the Borrower or, as applicable, any of its Subsidiaries, of such Net Cash Proceeds referred to this Section 2.9 in clauses (a) and (b) above. Each such notice shall not be without premium revocable by the Borrower, shall specify the prepayment or penalty. All interest accrued on reduction date and the principal amount of the Loans paid or Commitments to be prepaid or reduced, as the case may be, and shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Promptly after receiving a notice of prepayment or reduction pursuant to this Section 2.9 shall be paid2.09, or may be charged by the Administrative Agent to any loan account(sshall notify each Lender of the contents thereof and of such Lender’s ratable share (if any) of the Borrower, at the Administrative Agent’s option, on the date of such paymentprepayment or reduction. Interest Each prepayment or reduction under this Section 2.09 shall accrue and be due, until the next Business Day, if the amount so paid by the Borrower applied ratably to the bank account designated Loans and Commitments. Prepayments shall be accompanied 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 accrued interest. Each prepayment of Cash Dominion Period and notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Loans under this Section 10.3 and to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., the Agent 2.09 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) and any Protective Advances that may not 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratareborrowed.

Mandatory Prepayments. (a) If Any provision herein to the contrary notwithstanding, the Company and each Multicurrency Borrower agree that if the Administrative Agent at any timetime in its discretion, using current adjusted Dollar Equivalents, determines that the unpaid aggregate principal amount balance of Revolving Credit Outstandings (i) the Tranche A Loans exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full 105% of the aggregate outstanding Swing Tranche A Commitment at that time or (ii) the Tranche B Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in exceeds an amount equal to the Dollar Equivalent of 101105% of the Tranche B Commitment at that time, then the Company shall upon notice and demand by the Administrative Agent pay over the entire excess of the current outstandings in such excess. Tranche over the applicable Tranche Commitment (b) If (x) at any time during a Cash Dominion Period or (y) the "overage"), in respect of any Disposition that would result in the occurrence of a Cash Dominion Period, any Loan Party either Dollars or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of other Alternative Currency, as the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (andAdministrative Agent may direct, to the extent such Net Cash Proceeds exceed Administrative Agent for the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Credit in an amount equal to up to 101% account of the aggregate maximum drawable amount Banks. At the option of such Letters of Credit). (c) Subject to Section 3.5 hereofthe Company, all such payments in respect of amounts paid to the Loans Administrative Agent pursuant to this Section 2.9 6.11 shall be without premium or penalty. All interest accrued on either (i) applied immediately to the principal amount repayment of the unpaid principal balance of such Loans paid pursuant to this Section 2.9 shall be paid, as the Company may direct or may be charged (ii) held by the Administrative Agent in a separate collateral account (the funds in which 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 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 purpose is received in such bank account after 3:00 p.m. (daccount, 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") At all times after the occurrence as security for, and during the continuance of Cash Dominion Period and notification thereof for application by the Administrative Agent to the Borrower 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 provisions exclusive dominion and control of Section 10.3 the Administrative Agent for the benefit of the Agents and the Banks. (b) As security for the payment when due of all of the Obligations of the Company and the Multicurrency Borrowers hereunder, the Company and each Multicurrency Borrower hereby pledges and assigns to the Administrative Agent for the benefit of the Agents and the Banks and grants to the Administrative Agent for the benefit of the Agents and the Banks a general lien on and continuing security interest in and right of set-off against, all of their respective right, title and interest in and to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataCollateral Account.

Mandatory Prepayments. (a) If In the event that the Aggregate Outstanding Extensions of Credit owing by any Borrower to the Lenders at any timedate exceed the Borrowing Base then in effect with respect to such Borrower, such Borrower shall immediately prepay the aggregate principal Aggregate Outstanding Extensions of Credit owing by it to the Lenders by the amount of such excess, with such prepayment being applied, first, to its then outstanding Swing Line Loans, second, to its then outstanding Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation)Loans, the Borrower shall forthwithand, upon notification third, to cash collateralize its then outstanding L/C Obligations by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b) If (x) at any time during a Cash Dominion Period or (y) in respect In the event that the Aggregate Outstanding Extensions of any Disposition that would result in Credit owing by all Borrowers to the occurrence Lenders exceeds the Maximum Available Credit, the Borrowers shall immediately prepay the Aggregate Outstanding Extensions of a Cash Dominion Period, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside Credit of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted Lenders by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days amount of such receipt) prepay the Loans in an amount equal to 100% of excess, with such Net Cash Proceeds (andprepayment being applied, first, to the extent such Net Cash Proceeds exceed then outstanding Swing Line Loans, second, to the aggregate principal amount of Loans outstandingthen outstanding Revolving Credit Loans, Cash Collateralize Letters of Credit in an amount equal and, third, to up to 101% of cash collateralize the aggregate maximum drawable then outstanding L/C Obligations by the amount of such Letters of Credit)excess. (c) Subject The Administrative Agent shall prepay the Loans with the proceeds of amounts received by it pursuant to Section 3.5 hereofthe Lock Box Agreements, all with such payments prepayments to be applied in respect accordance with the provisions of the Loans applicable Security Agreements and Lock Box Agreements. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event that a Borrower would be required to pay amounts pursuant to subsection 6.16 as a direct result of any prepayment made pursuant to this Section 2.9 subsection 6.4, then either: (i) in the case of Eurodollar Loans or BA Rate Loans, the amount so prepaid may be immediately reborrowed by any other Borrower (subject to satisfaction by such other Borrower of all conditions to borrowing set forth in this Agreement) at the Eurodollar Rate or the BA Loan Rate, as the case may be, which was in effect for the amounts so prepaid plus 2.75% (and with an Interest Period ending on the date upon which the Interest Period for the amounts so prepaid was scheduled to end), and no Lender shall be without premium entitled to amounts which otherwise would be owing pursuant to said subsection 6.16; or (ii) during such time as no Event of Default has occurred and is continuing or penalty. All interest accrued on otherwise with the principal consent of the Majority Lenders, such Borrower may deposit the amount of the Loans paid pursuant to this Section 2.9 shall be paid, or may be charged such payment in a cash collateral account maintained by the Administrative Agent to any loan account(s) (for the benefit of the holders of the Obligations) until the earlier of (A) the last day of the applicable Interest Period, and (B) unless the Majority Lenders shall otherwise consent, the date of the occurrence of an Event of Default, on which earlier date such prepayment shall be made. Each Borrower hereby grants to the Administrative Agent a first priority security interest in all amounts from time to time on deposit in the cash collateral account maintained with respect to it, as security for the payment of the Obligations of such Borrower, at and expressly waives all rights (which rights each Borrower hereby acknowledges and agrees are vested exclusively in the Administrative Agent’s option, ) to exercise dominion or control over any such amounts. Amounts from time to time on the date of deposit in such payment. Interest a cash collateral account shall accrue and be due, until the next Business Day, if the amount so paid by the Borrower to the bank account designated invested by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m. (d) At all times after Cash Equivalents as the occurrence and during the continuance of Cash Dominion Period and notification thereof by the Administrative Agent relevant Borrower may from time 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratatime specify.

Mandatory Prepayments. (ai) If at any time, the aggregate principal amount Sales of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first Assets and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excessInsurance/Condemnation Proceeds. (bA) 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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within Within five (5) Business Days of any sale of assets or series of related sales of assets permitted under Section 8.02(d)(v) resulting in Net Cash Proceeds for all such receiptsales of assets in excess of $10,000,000 in the aggregate (or $200,000,000 in the aggregate so long as the Secured Net Leverage Ratio is equal to or less than 2.00 to 1.00 on a pro forma basis) prepay and subject to Section 5.06(b)(ii) below, the Loans in Borrower shall immediately pay or cause to be paid an aggregate amount equal to 100% of such Net Cash Proceeds in excess of such applicable threshold to the Administrative Agent for distribution to the Lenders in accordance with each such Lender’s Ratable Share of the Facility based on the aggregate amount of Term Loans outstanding at such time. (andB) Within five (5) Business Days following receipt of any Net Insurance/Condemnation Proceeds in excess of $10,000,000 in the aggregate, subject to Section 5.06(b)(ii) below, the Borrower shall immediately pay or cause to be paid an aggregate amount equal to 100% of such Net Insurance/Condemnation Proceeds to the Administrative Agent for distribution to the Lenders in accordance with each such Lender’s Ratable Share of the Facility based on the aggregate amount of Term Loans outstanding at such time. (C) Notwithstanding the foregoing, solely to the extent that any ABL Facility is then outstanding and prior to the Discharge of ABL Obligations (as defined in the ABL Intercreditor Agreement or any comparable definition), clauses (A) and (B) above shall not apply in respect of any Net Cash Proceeds from the sale of assets, or any Net Insurance/Condemnation Proceeds, constituting (x) ABL Priority Collateral or (y) in the case of the sale of the equity interests of a Subsidiary that owns ABL Priority Collateral, the portion of such proceeds of such sale attributable to ABL Priority Collateral, as provided for in the ABL Intercreditor Agreement, (i) so long as no Default specified under Section 9.01(a), (k) or (l) or Event of Default shall have occurred and be continuing, or (ii) during the continuance of any such Default or Event of Default, to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Credit in an amount equal proceeds are used to up to 101% of the aggregate maximum drawable amount of such Letters of Credit)repay or cash collateralize ABL Obligations. (cD) Subject to Section 3.5 hereof, all such payments in respect Notwithstanding any of the Loans other provisions of this Section 5.06(b), if at the time that any prepayment pursuant to clauses (i)(A) and (B) of this Section 2.9 shall 5.06(b) would be without premium required, the Borrower is required to prepay or penalty. All interest accrued offer to repurchase any Incremental Notes or Refinancing Notes (in each case, to the extent secured by Liens on the principal amount Collateral ranking pari passu basis with the Obligations) and the Permitted Refinancing of the Loans paid any such Debt, in each case 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 such bank account after 3:00 p.m. (d) 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 Agreementdocumentation governing such Debt, with the Net Cash Proceeds for such sales of assets or Net Insurance/Condemnation Proceeds (such Incremental Notes and Refinancing Notes (or the Permitted Refinancing of any such Debt) required to be prepaid or offered to be so repurchased, “Other Applicable First Priority Indebtedness”), then the Borrower may apply such Net Cash Proceeds and Net Insurance/Condemnation Proceeds on each Business Daya pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable First Priority Indebtedness at such time; provided that the portion of such Net Cash Proceeds and Net Insurance/Condemnation Proceeds allocated to the Other Applicable First Priority Indebtedness shall not exceed the amount of such Net Cash Proceeds and Net Insurance/Condemnation Proceeds required to be allocated to the Other Applicable First Priority Indebtedness pursuant to the terms thereof, at and the remaining amount, if any, of such Net Cash Proceeds and Net Insurance/Condemnation Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment or before 1:00 p.m.repurchase of Other Applicable First Priority Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to clauses (i)(A) and (B) of this Section 5.06(b), as applicable, shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable First Priority Indebtedness decline to have such indebtedness prepaid or repurchased, the Agent declined amount shall apply all Same Day Funds credited to promptly (and in any event within five Business Days after the Concentration Account and all amounts received pursuant to Section 2.9(b), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than in connection with Cash Management Obligations, Obligations in respect date 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 Loanssuch rejection) and any Protective Advances that may be outstanding, pro rata, third applied to prepay the principal of any Protective Advances that may be outstanding, pro rata, and fourth to prepay Term Loans in accordance with the principal of the Loans (including Swing Loans) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataterms hereof.

Mandatory Prepayments. (a) If at any timeIn addition to the repayments of the Advances required by Section 2.2.1, the aggregate principal amount Borrower shall make mandatory prepayment of Revolving Credit Outstandings exceeds the Advances, shall cash collateralize LC Exposure and there shall occur mandatory reductions of the Aggregate Commitment, as follows: (i) Concurrently with the receipt of any Net Proceeds (in excess of $10,000,000 in the aggregate Maximum Credit at such time over the term of this Agreement) from any sales, transfers or other dispositions of assets (including as a result other than the sale of any currency fluctuationinventory, Cash Equivalent Investments in the ordinary course of business or De Minimus Sales), the Borrower shall forthwithmake a mandatory prepayment of the Advances (and thereafter, upon notification by to the Administrative Agent, prepay, in extent that the applicable currency, the Swing Loans first and then the other Loans then aggregate amount of Advances outstanding in is less than an amount equal to 100% of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other LoansNet Proceeds, the Borrower shall Cash Collateralize the Letter of Credit Obligations cash collateralize LC Exposure in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b2.21.10) 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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (andor, if less, the aggregate outstanding amount of the Advances) and the Aggregate Commitment shall be automatically reduced by the amount of such Net Proceeds; provided that, if within ten Business Days after receipt of any such Net Proceeds the Borrower delivers to the Administrative Agent a certificate of the Borrower’s chief financial officer to the effect that the Borrower intends to apply such Net Proceeds (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Borrower and its Subsidiaries, no such prepayment shall be required except that to the extent any such Net Cash Proceeds exceed are not so applied by the aggregate principal amount end of Loans outstandingsuch 180 day period, Cash Collateralize Letters of Credit at which time a prepayment shall be required in an amount equal to up such Net Proceeds that have not been so applied. (ii) Upon the sale or series of sales or issuance of any common or preferred equity interests, limited liability company membership interests, warrants or other equity or the incurrence of any Subordinated Indebtedness or Indebtedness not permitted by Section 6.11, in either case by the Borrower or any Subsidiary, or any equity contribution to 101the Borrower, the Borrower shall make a mandatory prepayment of the Advances (and thereafter, to the extent that the aggregate amount of Advances outstanding is less than an amount equal to 100% of the Net Proceeds of such sale, issuance or incurrance, or the proceeds of such equity contribution, cash collateralize LC Exposure in the manner set forth in Section 2.21.10) in an amount equal to 100% of the Net Proceeds thereof or of the proceeds of such equity contribution (or, if less, the aggregate maximum drawable outstanding amount of the Advances) and the Aggregate Commitment shall be automatically reduced by the amount of such Letters Net Proceeds or the proceeds of Credit). (c) Subject such equity contribution; provided that sales to Section 3.5 hereof, 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 employees under the Borrower, at ’s employee stock purchase plan or employee stock option plan are excluded from the Administrative Agent’s option, on the date of such payment. Interest shall accrue mandatory prepayment 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 Dominion Period and notification thereof by the Administrative Agent to the Borrower (subject to the commitment reduction 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratahereof.

Mandatory Prepayments. (a) If at any time, time the aggregate unpaid principal amount balance of Revolving Credit Outstandings the Loans exceeds the aggregate Maximum Credit at such time Loan Amount (including as whether due to a result of any currency fluctuationreduction in the Maximum Loan Amount in accordance with this Agreement, or otherwise), the Borrower shall forthwith, immediately upon notification by demand prepay the Administrative Agent, prepay, in principal of the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount at least equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b) If (x) at any time during the aggregate unpaid principal balance of the Loans is less than the Maximum Loan Amount but in excess of the Available Borrowing Base (such excess being herein called a Cash Dominion Period "Borrowing Base Deficiency") Borrower shall, within five Business Days after Administrative Agent gives notice of such fact to Borrower, either: (i) prepay the principal of the Loans or (ysubject to Section 5.2(c)) the principal of Additional Senior Indebtedness in respect of any Disposition that would result in an aggregate amount at least equal to such Borrowing Base Deficiency, or (ii) give notice to Administrative Agent electing to prepay the occurrence of a Cash Dominion Period, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside principal of the ordinary course Loans in up to six (or, at the option of business Majority Lenders, up to twelve) monthly installments in an aggregate amount at least equal to such Borrowing Base Deficiency, with each such installment equal to or in excess of the percentage of such Borrowing Base Deficiency equal to one divided by the number of such scheduled installments, and with the first such installment to be paid one month after the giving of such notice and the subsequent installments to be due and payable at one month intervals thereafter until such Borrowing Base Deficiency has been eliminated, or (iii) give notice to Administrative Agent that Borrower desires to provide Administrative Agent with deeds of trust, mortgages, chattel mortgages, security agreements, financing statements and other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m))security documents in form and substance satisfactory to Administrative Agent, subject granting, confirming, and perfecting first and prior liens or security interests in Oil and Gas Properties or other collateral acceptable to Majority Lenders, to the Intercreditor Agreementextent needed to allow Majority Lenders to increase the Borrowing Base (as they in their reasonable discretion deem consistent with prudent oil and gas banking industry lending standards at the time) to an amount which eliminates such Borrowing Base Deficiency, and then provide such security documents within thirty days after Administrative Agent specifies such Oil and Gas Properties or other collateral to Borrower. (If, prior to any such specification by Administrative Agent, Majority Lenders determine that the giving of such security documents will not serve to eliminate 28 such Borrowing Base Deficiency, then, within five Business Days after receiving notice of such determination, Borrower will elect to make, and thereafter make, the prepayments specified in either of the preceding subsections (i) or (ii) of this subsection (b).) (c) For so long as any Borrowing Base Deficiency has occurred and is continuing, Borrower shall promptly will keep account of all asset sales and other transactions thereafter made by the Related Persons which are permitted under Section 5.2(f)(iii). At each time when the aggregate proceeds from such transactions (but in any event within five (5net of transaction costs and taxes) Business Days of equals or exceeds $3,000,000, Borrower will, if such receipt) Borrowing Base Deficiency still exists, prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 net proceeds. Such prepayments 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 applied to any loan account(s) of installments due under 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 such bank account after 3:00 p.m. preceding subsection (d) 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 Agreementb), on each Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as The Company shall make a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full prepayment of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in upon the occurrence of any of the following (each a Cash Dominion Period, any Loan Party "Mandatory Prepayment Event") at the following times and in the following amounts (such applicable amounts being referred to as "Designated Proceeds"): Concurrently with the receipt by the Company or any Subsidiary of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m))Sale, subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to Proceeds. Concurrently with the extent such receipt by the Company or any Subsidiary of any Net Cash Proceeds exceed from any issuance of equity securities of the aggregate principal amount Company or any Subsidiary (excluding (x) any issuance of Loans outstandingshares of capital stock pursuant to any employee or director stock option program, Cash Collateralize Letters of Credit benefit plan or compensation program and (y) any issuance by a Subsidiary to the Company or another Subsidiary), in an amount equal to up to 101100% of such Net Cash Proceeds. Concurrently with the aggregate maximum drawable receipt by the Company or any Subsidiary of any Net Cash Proceeds from any issuance of any Debt of the Company or any Subsidiary (excluding Debt permitted by clauses (a) through (i) of Section 10.7). Within ten (10) days after the delivery to Agent of the annual audit report of the Company (such report subject to Agent's approval and satisfaction) as required by Section 10.1.1 and commencing with Fiscal Year 2000, in an amount equal to 75% of Excess Cash Flow for such Fiscal Year; provided, for Fiscal Year 2000 only, the amount due shall be based on Excess Cash Flow for the period beginning September 1, 2000 and ending December 31, 2000, such amount for each Fiscal Year to be confirmed by the auditors of the Company and be acceptable to Agent; provided, however, that the failure of such amount to be so confirmed shall not relieve the Company of the prepayment obligation set forth in this clause. If on any day the Revolving Outstandings exceed the Borrowing Base, the Company shall immediately prepay Revolving Loans and/or Cash Collateralize the outstanding Letters of Credit). (c) Subject to Section 3.5 hereof, all such payments in respect or do a combination of the Loans pursuant foregoing, in an amount sufficient to this Section 2.9 shall be without premium or penaltyeliminate such excess. All interest accrued If on any day on which 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 Revolving Commitment Amount is received in such bank account after 3:00 p.m. (d) 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 Agent shall apply all Same Day Funds credited to the Concentration Account and all amounts received reduced pursuant to Section 2.9(b), first to pay any fees or expense reimbursements then due to 6.1.2 the Administrative AgentRevolving Outstandings exceed the Revolving Commitment Amount, the Issuers and Company shall immediately prepay Revolving Loans or Cash Collateralize the Lenders (other than in connection with Cash Management Obligationsoutstanding Letters of Credit, 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) 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 do a combination of the Loans (including Swing Loans) and foregoing, in an amount sufficient to Cash Collateralize outstanding Letter of Credit Obligations, pro rataeliminate such excess.

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, Borrower (or, at Borrower's option, any other Loan Party for the benefit of Borrower and Co-Borrower) 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 Co-Borrower or any of its Subsidiaries (x) does not exceed $10,000,000 in the Fiscal Year of 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 $10,000,000 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, Borrower (or, at Borrower's option, any other Loan Party for the benefit of Borrower and Co-Borrower) shall immediately prepay the Loans in an amount equal to (A) if Borrower's Leverage Ratio as at the end of the last period for which 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) Borrower (or, at Borrower's option, any other Loan Party for the benefit of Borrower and Co-Borrower) 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 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 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 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, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Revolving Credit Commitments at such time time, Borrower (including as a result of or, at Borrower's option, any currency fluctuation), the Borrower other Loan Party) shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, forthwith prepay the Swing Loans first and then the other Revolving Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment payment in full of the aggregate outstanding Swing Loans and the other Revolving Loans, the Borrower (or, at Borrower's option, any other Loan Party) shall Cash Collateralize provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 10.5 SECTION 9.3 in an amount equal to the Dollar Equivalent of 101102% of such excess. (be) If (x) at Notwithstanding the foregoing clauses in this SECTION 2.9, upon the occurrence of any time during a Cash Dominion Period Asset Sale or (y) Property Loss Event in respect of any Disposition that would result in which a Responsible Officer of Borrower has delivered a Reinvestment Notice (a "REINVESTMENT EVENT"), all of the occurrence following shall occur: (i) Upon receipt of a Cash Dominion Period, any Loan Party or any of its Subsidiaries receives any the Net Cash Proceeds arising from any Disposition in respect subject to such Reinvestment Notice (as long as no Event of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)Default shall have occurred and be continuing), subject to the Intercreditor Agreement, the Borrower shall promptly (but be permitted to make Permitted Reinvestments in any event within five (5) Business Days an amount not to exceed the amount of such receipt) 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) Borrower shall prepay the Term Loans (PRO RATA among the Tranches of Term Loans) in an amount equal to 100% of the Reinvestment Prepayment Amount applicable to such Net Cash Proceeds Reinvestment Prepayment Date; and (and, B) to the extent all Term Loans have been paid in full, (x) Borrower shall apply any remaining portion of such Net Cash Proceeds exceed Reinvestment Prepayment Amount, FIRST, to repay the aggregate outstanding principal amount balance of the Swing Loans outstandinguntil all Swing Loans shall have been paid in full, Cash Collateralize Letters 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 up to 101102% of all Letter of Credit Obligations in the aggregate maximum drawable amount 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 (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, Borrower shall make any payment required pursuant to clause (d) above as a result of any such Letters reduction in the Revolving Credit Commitments. All prepayments of Credit)the Term Loans of any Tranche made pursuant to this clause (e) shall be applied to the remaining installments thereof in the manner set forth in clause (c) above. (cf) Subject to Section 3.5 hereof, all such payments in respect On the first Business Day after each of the Loans pursuant to this Section 2.9 Refinancing Grace Period and the date that is six months after the Initial Closing Date (or, if either such date is not a Business Day, the next succeeding Business Day), the Escrow Agent, on behalf of Co-Borrower and Borrower, shall be without premium or penalty. All interest accrued on the principal amount deliver a portion of the Loans paid pursuant Escrow Balance to this Section 2.9 shall be paid, or may be charged by the Administrative Agent to any loan account(sas provided in the Escrow Agreement, and the Administrative Agent shall, on behalf of Co-Borrower and Borrower, apply such portion (if any) 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 such bank account after 3:00 p.m. (d) 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) and any Protective Advances that may be outstanding, pro rata, third Escrow Balance to prepay the principal of any Protective Advances that may be outstanding, pro rata, and fourth to prepay the principal of the Loans in accordance with clause (including Swing Loansc) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataabove.

Mandatory Prepayments. (ai) If at If, on any timeday, the aggregate principal amount Credit Exposure of Revolving Credit Outstandings all Lenders exceeds the aggregate Maximum Credit at Loan Amount as of such time (including as a result of day for any currency fluctuation)reason, then the Borrower shall forthwith, upon notification by (A) pay such excess to the Administrative Agent, prepayfor the benefit of the Lenders, in the applicable currency, the Swing Loans first and then the other Loans then outstanding immediately available funds and/or (B) provide cover for LC Exposure as specified in an amount equal to Section 2.06(j) in such excess. If any such excess remains after repayment in full of amounts so that the aggregate outstanding Swing Loans and Credit Exposure of all Lenders does not exceed the other LoansMaximum Loan Amount, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Periodeither case, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days after notice from the 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 all Lenders exceeds the Maximum Loan Amount because of a disqualification of 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 payment. (ii) 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 benefit of the Lenders, on the first day of each Fiscal Quarter occurring thereafter in equal quarterly amounts equal to the amount computed by dividing (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 (B) 12. (iii) On the 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 denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent (determined as of such receiptBusiness 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 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 (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 shall, within five (5) Business Days after notice from the Administrative Agent, (1) in the case of the situation set forth in clause (A) above, prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed so that after giving effect thereto 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 penalty. All interest accrued on the outstanding principal amount of the Loans paid pursuant and LC Exposure with respect to this Section 2.9 shall be paid, all Letters of Credit does not exceed the Maximum Loan Amount or may be charged by (2) in the Administrative Agent to any loan account(s) case of the Borrowersituation set forth in clause (B) above, at provide cover for LC Exposure as specified in Section 2.06(j) in such amounts so that the Administrative Agent’s option, on aggregate LC Exposure of the date Issuing Bank (determined for purposes of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by the Borrower this clause (2) without giving effect 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 Dominion Period and notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Section 10.3 and to the terms participations therein of the Security Agreement), on each Business Day, at or before 1:00 p.m., the Agent shall apply all Same Day Funds credited to the Concentration Account and all amounts received Lenders pursuant to Section 2.9(b2.06(d), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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 does not exceed 25% of the Loans (including Swing Loans) and to Cash Collateralize outstanding Letter aggregate amount of Credit Obligations, pro ratathe Lenders’ Commitments as of such date.

Mandatory Prepayments. (ai) If at At any timetime a Borrowing Base Deficiency exists, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwithimmediately make a prepayment to Administrative Agent or the Eurocurrency Lending Installation (with any related Funding Loss) under the Revolving Facility so that a Borrowing Base Deficiency no longer exists; provided that, upon notification by notwithstanding the Administrative Agentforegoing, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal Borrower may take up to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days to cure a Borrowing Base Deficiency after becoming aware of such receiptsame so long as the amount of the Borrowing Base Deficiency does not exceed five percent (5%) prepay of the Loans total Borrowing Base. (ii) Immediately upon a sale, lease or other disposition of assets by any Company other than a Permitted Asset Sale, Borrower shall make a mandatory prepayment to Administrative Agent or the Eurocurrency Lending Installation (with any related Funding Loss) under the Revolving Facility in an amount equal to one hundred percent (100% %) of the Net Proceeds of such sale, lease or other disposition. (iii) Immediately upon the sale or other disposition of any of Borrower's investment or interest in Detection Systems, Borrower shall make a mandatory prepayment on the Obligation to Administrative Agent or the Eurocurrency Lending Installation (with any related Funding Loss) equal to all of the Net Proceeds of such sale(s) until such time as the aggregate of all of such Net Cash Proceeds from Detection Systems sales paid hereunder equals Thirteen Million Dollars (and$13,000,000). With respect to any Net Proceeds in excess of Thirteen Million Dollars ($13,000,000), the required mandatory prepayment will be the amount included within clause (c) of the Borrowing Base immediately prior to the extent such Net Cash Proceeds exceed sale or other disposition in question. (iv) If the aggregate principal amount of Loans outstandingEurocurrency Borrowings outstanding (after converting each Eurocurrency to its Dollar Equivalent) at any time exceeds the Eurocurrency Sublimit, Cash Collateralize Letters of Credit in then, upon five Business Days' written notice from the Eurocurrency Lending Installation, Administrative Agent or any Lender, Borrower shall prepay 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 penalty. All interest accrued on the principal amount of AMENDED AND RESTATED CREDIT AGREEMENT AMERICAN NATIONAL BANK Page 30 ULTRAK OPERATING, L.P. Eurocurrency Borrowings sufficient to bring 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) aggregate of the Borrower, at Eurocurrency Borrowings outstanding within 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataEurocurrency Sublimit.

Mandatory Prepayments. (a) If at any time, time the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full sum of the aggregate outstanding Outstanding Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans and the other Loans, the Borrower shall Cash Collateralize the aggregate Letter of Credit Obligations in Liabilities exceeds the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 PeriodTotal Revolving Credit Commitment, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, then the Borrower shall promptly (but in any event shall, within five (5) Business Days of such receipt) prepay occurrence pay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, excess to the extent such Net Cash Proceeds exceed Agent for the aggregate principal respective accounts of 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 Swing Loans outstanding, Cash Collateralize Letters shall be paid solely to the Swing Loan Lender and the amount of Credit in an amount equal any Bid Loan shall be paid solely to up to 101% the applicable Bid Loan Lender. (b) If at any time the sum of the aggregate maximum drawable Outstanding Revolving Credit Loans, Outstanding Swing Loans, Outstanding Bid Loans, Outstanding Term Loans and the aggregate Letter of Credit Liabilities exceeds (a) the Total Commitment or (b) the Unencumbered Asset Pool Availability , then the Borrower shall, within five (5) Business Days of such occurrence pay the amount of such Letters excess to the Agent for the respective accounts of Credit)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 Swing 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. (c) Subject to Section 3.5 hereof, all such payments in respect If at any time the sum of the Loans pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on the aggregate outstanding principal amount of the Bid Loans paid exceeds the Bid Loan Sublimit, then Borrower shall, within five (5) Business Days of 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 additional amounts payable 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 such bank account after 3:00 p.m. (d) 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata§4.8.

Mandatory Prepayments. (a) If at any timeThe Company shall, without notice or demand, immediately prepay the aggregate principal amount Loans (other than Bid Loans and Eurocurrency Loans until the respective current Interest Periods therefor expire) and, if necessary, cash collateralize Bid Loans and Eurocurrency Loans to the extent that (i) the Aggregate Extensions of Revolving Credit Outstandings exceeds the aggregate Maximum Commitments of all the Banks then in effect or (ii) the Foreign Currency Exposure exceeds $50,000,000. The Company will implement and maintain internal accounting controls to monitor the borrowings and repayments of Loans by the Company and the issuance of and drawings under Letters of Credit, with the object of preventing any request for an Extension of Credit that would result in (i) the Aggregate Extensions of Credit being in excess of the Revolving Credit Commitments or (ii) the Foreign Currency Exposure exceeding $50,000,000 and of promptly identifying and remedying any circumstance where, by reason of changes in exchange rates, (A) the Aggregate Extensions of Credit exceeds the Revolving Credit Commitments or (B) the amount of the Foreign Currency Exposure exceeds $50,000,000. In the event that at such any time the Company determines that (including as a result i) the Aggregate Extensions of any currency fluctuation)Credit exceeds the Revolving Credit Commitments or (ii) the amount of the Foreign Currency Exposure exceeds $50,000,000, the Borrower Company will immediately make or cause to be made such repayments or prepayments of Loans (other than Bid Loans and Eurocurrency Loans until the respective current Interest Periods therefor expire) and, if necessary, cash collateralize Bid Loans and Eurocurrency Loans as shall forthwith, upon notification by be necessary to cause (i) the Administrative Agent, prepay, in Aggregate Extensions of Credit to no longer exceed the applicable currency, Revolving Credit Commitments and (ii) the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal Foreign Currency Exposure not to the Dollar Equivalent of 101% of such excessexceed $50,000,000. (b) If (x) at The Administrative Agent will calculate the Aggregate Extensions of Credit from time to time, and in any time event not less frequently than once during a Cash Dominion Period or (y) each calendar month. In making such calculations, the Administrative Agent will rely on the information most recently received by it from the Banks in respect of any Disposition that would result in outstanding Swing Line Loans, from the occurrence of a Cash Dominion Period, any Bid Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition Lenders in respect of any Current Asset Collateral outside outstanding Bid Loans, and Issuing Banks in respect of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed Revolving L/C Obligations and the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Credit in an amount equal available to up to 101% of the aggregate maximum drawable amount of such be drawn under outstanding Letters of Credit). Upon making each such calculation, the Administrative Agent will inform the Company and the Banks of the results thereof. (c) Subject to Section 3.5 hereof, all such payments in respect In the event that on any date the Administrative Agent calculates that (i) the Aggregate Extensions of Credit exceeds the Loans pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on the principal aggregate amount of the Loans paid pursuant to this Section 2.9 shall be paidRevolving Credit Commitments or (ii) the Foreign Currency Exposure exceeds $50,000,000, or may be charged by the Administrative Agent will give notice to any loan account(s) such effect to the Company. The Company will immediately make or cause to be made such repayments or prepayments 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 DayLoans or, if necessary, cash collateralize Bid Loans as shall be necessary to cause (i) the amount so paid by Aggregate Extensions of Credit to no longer exceed the Borrower Revolving Credit Commitments and (ii) the Foreign Currency Exposure not to the bank account designated by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m.exceed $50,000,000. (d) At all times after Upon the occurrence and during Revolving Credit Termination Date the continuance Company shall, with respect to each then outstanding Letter of Cash Dominion Period and notification thereof Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued 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 banks or before 1:00 p.m., the 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 expense reimbursements then due a bank satisfactory to the Administrative Agent, or with cash collateral, all on terms satisfactory to the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataAdministrative Agent.

Mandatory Prepayments. Within three (a3) If at Business Days of the receipt by the Borrower or any timeSubsidiary of: (i) Net Cash Sale Proceeds from Asset Sales (other than Net Cash Sale Proceeds from (1) Asset Securitizations, (2) sales of loans in the ordinary course of business consistent with past practice, (3) the sale or other disposition for fair market value of obsolete or worn out equipment or other assets not necessary for operations disposed of in the ordinary course of business and (4) Asset Sales up to an aggregate amount not to exceed $500,000); (ii) Net Cash Equity Issuance Proceeds of the Borrower or any Subsidiary (other than Net Cash Equity Issuance Proceeds that are subject to mandatory repayment pursuant to any requirements governing the Class A Notes); (iii) Net Cash Debt Issuance Proceeds of the Borrower or any Subsidiary (other than Net Cash Debt Issuance Proceeds that are subject to mandatory repayment pursuant to any requirements governing the Class A Notes); or (iv) cash proceeds in excess of $10,000,000 in the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of in any currency fluctuation), fiscal year received from Casualty Events by the Borrower shall forthwith, upon notification or any of its Subsidiaries which have not been reinvested by the Administrative AgentBorrower or such Subsidiary, prepayas applicable, within 365 days of receipt of such proceeds in the applicable currencyrepair or replacement of the property so damaged, destroyed or taken (provided, however, if an Event of Default has occurred and is continuing, such proceeds shall, unless the Swing Loans first and then Majority Banks consent otherwise, be immediately paid to the other Loans then outstanding in Agent); the Borrower shall, or shall cause its Subsidiaries, to pay to the Agent for the respective accounts of the Banks an amount equal to one hundred percent (100%) of such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loansproceeds, the Borrower shall Cash Collateralize the Letter of Credit Obligations to be applied in the manner set forth in clause (d) immediately below. Further, if at any time the aggregate Revolving Credit Exposure of all Banks exceeds the Aggregate Revolving Commitments in effect at such time (whether resulting from a voluntary reduction of Aggregate Revolving Commitments pursuant to Section 10.5 in an amount equal 2.2 hereof or otherwise), the Borrower shall immediately pay to the Dollar Equivalent Agent for the respective accounts of 101% the Banks the amount of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 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 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation)time, the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, prepay the Swing Loans first and then the other Loans (other than FILO Loans) then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans (other than FILO Loans), the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101103% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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)[Reserved]. (c) [Reserved];. (d) 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 penaltypenalty (except to the extent of any FILO Prepayment Premium due and payable with respect to any such prepayment of the FILO Loans). 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 such bank account after 3:00 p.m. (de) At all times after the occurrence and during the continuance of a 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 Concentration Account and all amounts received pursuant to Section 2.9(b), first to pay any fees or expense reimbursements then due to the Administrative Agent, the FILO Documentation Agent, the Issuers and the 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. If at any time the sum of the Loan Balance and the L/C Exposure exceeds the sum of Borrowing Base and the Tranche A Principal and the then in effect, the Borrower and the Co-Borrowers shall, within 30 days of notice from the Agent of such occurrence except for the payments required under Section 5.23, where payments are required without notice from the Agent, (a) If at any timeprepay, or make arrangements acceptable to the Lenders for the prepayment of, the aggregate principal amount of Revolving Credit Outstandings exceeds such excess for application on the aggregate Maximum Credit at Loan Balance, (b) provide additional Collateral, of character and value satisfactory to the Lenders in their sole discretion, to secure the amount of such time excess by the execution and delivery to the Lenders of Security Instruments in form and substance satisfactory to the Lenders, or (including as c) effect any combination of the alternatives described in clauses (a) and (b) of this Section and acceptable to the Lenders in their sole discretion. In the event that a result of any currency fluctuation)mandatory prepayment is required under this Section and the Loan Balance is less than the amount required to be prepaid, the Borrower and the Co-Borrowers shall forthwithrepay the entire Loan Balance and, upon notification in accordance with the provisions of the relevant Letter of Credit Applications executed by the Administrative AgentBorrower and/or the Co-Borrowers or otherwise to the satisfaction of the Lenders, prepaydeposit with the Agent for the benefit of the Lenders, as additional collateral securing the Obligations, an amount of cash, in the applicable currencyimmediately available funds, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full the L/C Exposure minus the lesser of the aggregate outstanding Swing Loans Commitment Amounts or the sum of Borrowing Base plus Tranche A Principal. The cash deposited with the Agent for the benefit of the Lenders in satisfaction of the requirement provided in this Section may be invested, at the sole discretion and at the other Loans, express direction of the Borrower and/or Co-Borrowers as to investment vehicle and maturity (which shall Cash Collateralize be no later than the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (b) If (x) at any time during a Cash Dominion Period or (y) in respect latest expiry date of any Disposition 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 Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 then outstanding Letter of Credit). (c) Subject to Section 3.5 hereof, all such payments in respect for the account of the Loans pursuant to this Section 2.9 shall be without premium Borrower and/or Co-Borrowers in cash or penalty. All interest accrued on cash equivalent investments offered by or through 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 such bank account after 3:00 p.m. (d) 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataLenders.

Mandatory Prepayments. (a) If at any time, time the aggregate outstanding principal amount of all Revolving Credit Outstandings Loans, plus the aggregate outstanding principal amount of all Swing Line Loans, plus the Letter of Credit Exposure exceeds the aggregate Maximum Credit at such time (including as a result Amount of any currency fluctuation)Credit, the Borrower Borrowers shall forthwithimmediately make a principal payment to the Agent for the account of the Lenders in an amount sufficient to reduce the aggregate outstanding principal amount of all Revolving Credit Loans, upon notification by plus the Administrative Agentaggregate outstanding principal amount of all Swing Line Loans, prepayplus the Letter of Credit Exposure to less than or equal to the Maximum Amount of Credit. If at any time the aggregate outstanding Converted Principal Amount or the Dollar Equivalent of the Multicurrency LIBOR Loans plus the Letter of Credit Exposure related to Letters of Credit issued in currencies other than United States Dollars exceeds $150,000,000, the Borrowers shall immediately make a principal payment to the Agent for the account of the Lenders, in the applicable currencycurrencies other than United States Dollars, the Swing Loans first and then the other Loans then outstanding in an amount equal sufficient to such excess. If any such excess remains after repayment in full reduce the Converted Principal Amount and the U.S. Dollar Equivalent of the aggregate outstanding Swing Multicurrency LIBOR Loans and the other Loans, the Borrower shall Cash Collateralize plus the Letter of Credit Obligations Exposure related to Letters of Credit issued in currencies other than United States Dollars to less than or equal to $150,000,000. If at any time the manner set forth in Section 10.5 aggregate outstanding principal amount of the Swing Line Loans exceeds the $20,000,000, the Borrowers shall immediately make a principal payment to the Agent for the account of the Swing Line Lender in an amount sufficient to reduce the Swing Line Loans to less than or equal to the Dollar Equivalent $20,000,000. Upon an issuance or sale of 101% of such excess. (b) If (x) at any time during equity securities by a Cash Dominion Period Borrower 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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business Guarantor (other than those equity securities issued (i) pursuant to a bonus or incentive program, (ii) to another Borrower or Subsidiary, (iii) to an employee, director or consultant of a Borrower, Subsidiary or an Affiliate or (iv) to any Current Asset Collateral that is part benefit plans established for an employee, director or consultant of any Disposition permitted by Section 9.5(m)a Borrower, Subsidiary or an Affiliate), subject to the Intercreditor Agreement, the Borrower Borrowers shall promptly (but in any event within five (5) Business Days of such receipt) immediately prepay the Loans in an amount equal to 100% the lesser of such Net Cash Proceeds (and, to a) 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 penalty. All interest accrued on the outstanding principal amount of the Loans paid pursuant or (b) an amount equal to this Section 2.9 shall be paid, or may be charged by the Administrative Agent to any loan account(s) 100% of the Borrower, at the Administrative Agent’s option, on the date Net Issuance Proceeds 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 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 issuance or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratasale.

Mandatory Prepayments. (ai) The Borrower shall use the Net Proceeds of any sale or disposition by the Borrower or such Subsidiary of any of the Collateral other than Pledged Aircraft (including sale and leaseback transactions and excluding (A) sales of inventory in the ordinary course of business, (B) Designated Asset Sales and (C) sales or dispositions among the Borrower and its Subsidiaries) within sixty (60) days of receipt thereof to either make a partial prepayment of the Term Loans and the Existing Credit Facility Term Loans on a pro rata basis, or the Borrower shall pledge or cause a Loan Party to pledge to the Administrative Agent, additional Collateral for the benefit of the Lenders, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, and of equal or greater aggregate value to such Collateral, as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent to that Collateral disposed of or sold. Additionally, the Borrower shall use the Net Proceeds of any Casualty, sale or disposition by the Borrower or such Subsidiary of any of the Pledged Aircraft (excluding sales or dispositions among the Borrower and its Subsidiaries so long as such Pledged Aircraft remains subject to the Administrative Agent’s perfected first priority security interest) within sixty (60) days of such sale or disposition (or one hundred eighty (180) days with respect to a Casualty) to make a partial prepayment of the Term Loans and the Existing Credit Facility Term Loans on a pro rata basis, or the Borrower shall pledge or cause a Loan Party to pledge to the Administrative Agent, for the benefit of the Lenders, any combination of aircraft of equal or greater aggregate value, as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent, to that Pledged Aircraft sold, damaged (to the extent of a total loss), disposed of or destroyed. In each case, upon receipt of Net Proceeds from any such Casualty (with respect to Pledged Aircraft), sale or disposition, the Borrower shall deposit or shall cause to be deposited such Net Proceeds into an account with one of the Lenders subject to a control agreement on terms and condition reasonably acceptable to the Administrative Agent. In the event that Net Proceeds are received by the Administrative Agent as loss payee relating to a Casualty of a Pledged Aircraft, the Administrative Agent shall, at the Borrower’s request, either (i) apply such Net Proceeds to make a partial prepayment of the Term Loans and the Existing Credit Facility Term Loans on a pro rata basis, or (ii) upon the Borrower’s (or such Loan Party’s or Loan Parties’) substitution of Pledged Aircraft pursuant to the terms of this Section 2.8(a)(i) and provided no Event of Default has occurred and is continuing, promptly deliver to the Borrower or such Loan Party the amount of such Net Proceeds received by the Administrative Agent with respect to such Pledged Aircraft relating to such Casualty. In the event of a Casualty of Collateral other than Pledged Aircraft, the Borrower or the relevant Loan Party (i) shall cause the Net Proceeds to be delivered to the Administrative Agent as loss payee, and (ii) in lieu of making a prepayment under this Section 2.8(a)(i) with respect to such Casualty, may substitute Collateral of equal or greater aggregate value as determined by a methodology mutually agreeable to the Borrower and the Administrative Agent, provided that tangible assets will be replaced with tangible assets and intangible assets will be replaced with intangible assets, within one hundred eighty (180) days of such Casualty. If at the end of any timesuch one hundred eighty (180) day period, any Net Proceeds from a Casualty of any Pledged Aircraft or other Collateral have not been used for prepayment or substitute Collateral provided pursuant to this Section 2.8.(a)(i), then such Net Proceeds shall be applied to make a partial prepayment of the Term Loans and the Existing Credit Facility Term Loans on a pro rata basis. Upon such a substitution of Collateral and provided no Event of Default has occurred and is continuing, the Administrative Agent shall promptly deliver to the Borrower or such Loan Party the amount of such Net Proceeds received by the Administrative Agent with respect to such Collateral relating to such Casualty. Any such prepayment on account of the Term Loans made under this Section 2.8(a)(i) shall be applied in accordance with paragraph (C) below. (ii) The Borrower shall prepay any outstanding Term Loans on a pro rata basis from the Net Proceeds received by the Borrower or any Subsidiary from any issuance of Capital Markets Securities occurring on or after the First Amendment Effective Date until an aggregate principal amount of Revolving Term Loans of up to $200,000,000 (the “Initial Application Amount”) has been prepaid pursuant to this Section 2.8(a)(ii); provided any amount above the Initial Application Amount shall be applied to any remaining availability in the Exempt Debt Amount (as defined below) or otherwise in accordance with Section 2.8(a)(iv), if applicable. (iii) The Borrower shall not be required to prepay the Term Loans or the Existing Credit Outstandings exceeds Facility Term Loans from the Net Proceeds received by the Borrower or any Subsidiary from (A) the incurrence of any Indebtedness in connection with export credit agency financings of aircraft and other debt facilities or commercial paper facilities, in each case with banks or other institutional lenders or institutional investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from (or sell receivables to) such lenders against such receivables), or sale and leaseback transactions other than Excluded Sale and Leaseback Transactions, or letters of credit, in each case as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time; or (B) after the Initial Application Amount has been applied in prepayment of the Term Loans pursuant to Section 2.8(a)(ii), any issuance of Capital Markets Securities occurring on or after the First Amendment Effective Date, provided that the aggregate Maximum Credit at amount of such Net Proceeds does not exceed $250,000,000 (the “Exempt Debt Amount”). (iv) At any time (including as a result A) after the issuances, sales, and financings described in Section 2.8(a)(iii) (for the avoidance of doubt, excluding Excluded Sale and Leaseback Transactions) have produced Net Proceeds equal to the Exempt Debt Amount and (B) solely with respect to Net Proceeds received by the Borrower or any currency fluctuationSubsidiary from any issuance of Capital Markets Securities occurring on or after the First Amendment Effective Date, after the Initial Application Amount has been applied in prepayment of the Term Loans pursuant to Section 2.8(a)(ii), the Borrower shall forthwithprepay the Terms Loans and the Existing Credit Facility Term Loans on a pro rata basis, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full (A) fifty percent (50%) of the aggregate outstanding Swing Loans and the other Loans, Net Proceeds of any issuance of any Indebtedness for borrowed money by the Borrower shall Cash Collateralize or any Subsidiary incurred thereafter; and (B) twenty-five percent (25%) of the Letter aggregate Net Proceeds of Credit Obligations sales of Capital Stock in the manner Borrower or any Subsidiary, and Indebtedness of the Borrower or any Subsidiary convertible by the holder thereof into Capital Stock of the Borrower or such Subsidiary, incurred thereafter. (v) Notwithstanding any provision to the contrary set forth in this Section 10.5 2.8(a), as long as no Event of Default has occurred and is continuing, the mandatory prepayments described in an amount equal to Section 2.8(a)(ii) through (iv) shall not be required at such time as the Dollar Equivalent Leverage Ratio, determined at issuance in the case of 101% equity and on a pro forma basis for the incurrence of Indebtedness, as of such excesstime, is less than 4.00:1.00. (bo) If Section 2.8(b) is hereby amended by replacing such section in its entirety with the following: [Intentionally Omitted.] (xp) at any time during a Cash Dominion Period or (ySection 2.8(c) in respect is hereby amended by replacing the first clause of any Disposition 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 Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject 2.8(c) to the Intercreditor Agreement, colon with the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 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 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 following language: Any prepayments made 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 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 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 expense reimbursements then due 2.8(a) above with respect to the Administrative AgentTerm Loans shall be applied as follows: (q) Section 2.18 is hereby amended by (i) deleting the word “or” immediately before clause (h) thereof, (ii) inserting the Issuers word “or” after the comma following the word “Borrower” at the end of clause (h) thereof, and (iii) inserting a new clause (i) to read in its entirety as follows: (i) any Lender has, or has a direct or indirect parent company that has, become the Lenders (other than subject of a Bail-in connection with Cash Management Obligations, Obligations Action; unless such Lender has become subject of a Bail-in respect Action solely by virtue of Secured Hedge Agreements the ownership or acquisition of any equity interest in that Lender or any Revolving Commitment Increases)direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, pro ratarepudiate, second to pay interest due and payable in respect of disavow or disaffirm any Loans contracts or agreements made with such Lender, (including Swing Loansr) 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 Section 3.1 of the Loans Credit Agreement is hereby amended by adding the following new subsection (including Swing Loans) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.b)(xx):

Mandatory Prepayments. Subject to the prior payment in full of the Tranche A Term Loans, the following amounts shall be applied to prepay the Tranche B Term Loans: (a) If at 100% of the net proceeds of any time, the aggregate principal amount sale or other disposition of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time assets (including as a result of any currency fluctuation), casualty or condemnation) by the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives subsidiaries (subject to certain customary exceptions (including reinvestment rights) and minimum thresholds to be agreed) or receipt of tax refunds or other extraordinary receipts; (b) 100% of the net proceeds of any Net Cash Proceeds arising from debt incurrence by the Borrower or any Disposition of its subsidiaries after the Closing Date (subject to certain customary exceptions to be agreed); and (c) a percentage to be agreed of excess cash flow for any fiscal year of the Borrower (commencing with the fiscal year ending on or nearest to December 31, 2010). Each such mandatory prepayment shall be applied ratably to the Tranche B Term Loans. Amounts prepaid in respect of any Current Asset Tranche B Term Loans may not be reborrowed. Collateral outside The obligations of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 Loan Parties in respect of the Loans pursuant to this Section 2.9 Tranche B Term Loan Facility shall be without premium or penalty. All secured by a third priority, perfected security interest accrued on the principal amount in all of the Collateral securing the Tranche A Term Loans. The liens securing the Tranche B Term Loans paid pursuant will be subject to this Section 2.9 shall be paidand governed by an intercreditor agreement, or may be charged by on terms acceptable to the Tranche B Term Administrative Agent to any loan account(s) of and the BorrowerTranche B Term Lenders (in their sole discretion), at with the Tranche A Term Lenders (and/or the Tranche A Term Administrative Agent’s option, on ) and the date of such payment. Interest shall accrue and be due, until Revolving Lenders (and/or 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 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 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 expense reimbursements then due to the Revolver Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation)time, the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, prepay the Swing Loans first and then the other Loans (other than FILO Loans) then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans (other than FILO Loans), the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101103% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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)[Reserved]. (c) [Reserved]. (d) Subject to Section 3.5 hereof, all such payments in respect of the Revolving Loans pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on the principal amount of the Revolving 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 such bank account after 3:00 p.m. (de) At all times after the occurrence and during the continuance of a 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 Concentration Account and all amounts received pursuant to Section 2.9(b)Account, first to pay any fees or expense reimbursements then due to the Administrative Agent, the FILO Documentation Agent, the Issuers and the 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) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess.Upon receipt by: (bi) 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 Borrower or any of its Restricted Subsidiaries receives any of Net Cash Proceeds arising from any a Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any a Disposition permitted by under Section 9.5(m8.4(a) through (g) or (i) through (l)), subject to the Intercreditor Agreement, the Borrower shall promptly pay (but in any event or cause to be paid) to the Administrative Agent, within five (5) Business Days fifteen days of such receipt) prepay the Loans in receipt thereof, an aggregate amount equal to 100% of such Net Cash Proceeds Proceeds; (and, to the extent such ii) Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds exceed the aggregate principal amount of Loans outstandingarising from a Property Loss Event, Cash Collateralize Letters of Credit in an amount equal Borrower shall promptly pay (or cause 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 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 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 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 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 expense reimbursements then due to the Administrative Agent, within fifteen days of receipt thereof, an aggregate amount equal to 100% of such Net Cash Proceeds; (iii) Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds arising from the Issuers and the Lenders incurrence of Indebtedness (A) other than Indebtedness permitted under Section 8.1 (other than Section 8.1(a)(ii) or 8.1(b)) or (B) pursuant to any Specified Refinancing Facility, Borrower shall promptly pay (or cause to be paid) to the Administrative Agent within three Business Days of receipt thereof, an aggregate amount equal to 100% of such Net Cash Proceeds; and (iv) Borrower of Net Cash Proceeds arising from a Qualifying Target Threshold IPO, Borrower shall promptly pay (or cause to be paid) to the Administrative Agent, within five (5) Business Days of receipt thereof, an amount equal to the lesser of (x) Net Cash Proceeds arising from the Qualifying Target Threshold IPO and (y) 50% of the original principal amount of the Initial Term Loans; provided that (A) 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 the case of any Loans (including Swing Loans) and any Protective Advances that may Net Cash Proceeds arising from a Reinvestment Event, relevant Net Cash Proceeds will not be outstandingpaid to the Administrative Agent, pro rata, third to but Borrower shall prepay the principal of any Protective Advances that may be outstandingTerm Loans in accordance with Section 2.9(c) in an aggregate amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, pro rataif any, and fourth to prepay on the principal of the Loans (including Swing Loans) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.Reinvestment

Mandatory Prepayments. 2.6.1 The following payments shall be made to, or retained by, Lender and applied as provided in this Section 2.6.1 and Section 2.6.2: (a) If at any timeOn each Excess Cash Flow Payment Date, Borrower will make a payment to Lender (each, an “Excess Cash Flow Payment”) in an aggregate amount equal to (i) the Excess Cash Flow Percentage of Excess Cash Flow for the immediately preceding Excess Cash Flow Period then ended minus (ii) the aggregate principal amount of Revolving Credit Outstandings exceeds voluntary prepayments of unpaid principal on the aggregate Maximum Credit at such time Term Loan during the immediately preceding Excess Cash Flow Period; (including as a result b) On or before the fifth(5th) Business Day following the date of receipt thereof by any currency fluctuation)Loan Party, the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to 100% of the Net Proceeds from any sale or other disposition of any asset, other than: (i) sales of assets permitted under Section 5.2(n) and (ii) sales of Equipment yielding Net Proceeds of less than $100,000 in the aggregate in any calendar year; providedthat once such excessaggregate Net Proceeds exceed $100,000 in any calendar year, then all further Net Proceeds (i.e., above $100,000) received in such calendar year with respect to such Equipment will be delivered to Lender to be applied in accordance with Section 2.6.2. If Notwithstanding the foregoing, no prepayment of Net Proceeds of Equipment shall be required if: (A) Borrower delivers to Lender a certificate of an authorized officer of Borrower to the effect that Borrower intends to apply such Net Proceeds to purchase replacement Equipment which becomes part of the Collateral for use in the business of Borrower, (B) all such Net Proceeds are in fact used by Borrower to purchase such Equipment that becomes part of the Collateral (or any excess is promptly paid to Lender for application to the Term Loan) and (C) Borrower, within 90 days after the sale or other disposition of the relevant Equipment, purchases the replacement Equipment, and at the time of such purchase: (x) such replacement Equipment is of substantially equivalent value or better to the Equipment which was sold or otherwise disposed of by Borrower, (y) no Event of Default has occurred and is continuing (and if an Event of Default has occurred before effecting any such excess remains after repayment replacement the Net Proceeds shall be applied in full accordance with Section 2.6.2) and (z) such replacement Equipment is free and clear of all Liens except Permitted Liens; (c) On or before the fifth (5th) Business Day following the date of receipt thereof by any Loan Party, 100% of the aggregate outstanding Swing Loans and Net Proceeds from any insurance or condemnation proceeds payable in respect of, or arising out of, any loss or damage to Borrower’s properties other than insurance or condemnation proceeds in connection with (1) dispositions of Inventory which are the other Loanssubject of an Event of Loss, to the Borrower extent such insurance or condemnation proceeds are used to replace such Inventory or repay the Term Loan, at Borrower’s discretion, (2) dispositions of Equipment to the extent such insurance or condemnation proceeds are used to replace such Equipment or repay the Term Loan, at Borrower’s discretion or (3) dispositions of improvements to real estate which are the subject of an Event of Loss, to the extent such insurance or condemnation proceeds are used to replace such real estate improvements; provided that, if an Event of Default then exists, such Net Proceeds shall Cash Collateralize be payable to Lender to be applied in accordance with Section 2.6.2; (d) On or before the Letter fifth(5th) Business Day following the date of Credit Obligations in the manner set forth in Section 10.5 in receipt thereof by any Loan Party, an amount equal to the Dollar Equivalent of 101100% of such excess. (b1) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in Net Proceeds from the occurrence of a Cash Dominion Period, issuance by any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside additional Ownership Interests after the Closing Date, exclusive of issuances by Borrower of any Ownership Interests to employees and officers of Borrower pursuant to equity option plans or other incentive compensation arrangements previously disclosed to Lender or upon the conversion of the ordinary course of business Subordinated Debt to common stock as contemplated in the Convertible Notes and (2) any dividend or distribution to any Loan Party from a Person other than an Affiliate of such Loan Party; and (e) On or before the fifth (5th) Business Day following the date of receipt by any Current Asset Collateral that is part Loan Party of any Disposition permitted by Section 9.5(m))Extraordinary Receipts, subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed the aggregate principal amount Extraordinary Receipts in excess 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)$100,000. (cf) Subject With respect to any mandatory prepayment described in this Section, Borrower shall not incur nor be liable for any prepayment penalty whatsoever. 2.6.2 With respect to mandatory prepayments described in Section 3.5 hereof2.6.1, all such payments prepayments shall be applied first to the remaining installments of principal under the Term Loan, in respect the inverse order of maturity, until the Term Loan has been paid in full, second to the remaining installments of principal under the Development Loans, in the inverse order of maturity, until the Development Loans have been paid in full (to be allocated among the separate Development Loans in Lender’s discretion) and third to any unpaid Advances until paid in full (to be allocated among the separate Development Loans in Lender’s discretion). Nothing in Section 2.6.1 or this Section 2.6.2 shall be construed to constitute consent to any transaction that is not expressly permitted by other provisions of this Agreement or the other Loan Documents. Nopartial prepayment of the Loans pursuant to this Section 2.9 shall be without premium Term Loan will change the due dates or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.9 shall be paidprincipal payments otherwise required hereunder and under the Term Note. Business Capital Form – January, or may be charged by the Administrative Agent to any loan account(s) of the 2017 Loan Agreement – Single 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (a) If at any time, Not later than the aggregate principal amount third Business Day following the receipt of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result Net Cash Proceeds in respect of any currency fluctuationFixed Asset Collateral Sale (other than an Excluded Related Collateral Disposition or Other Asset Sale including Fixed Asset Collateral), the Borrower shall forthwithapply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Loans in accordance with Section 2.13(e). (b) In the event that the Borrower or any Restricted Subsidiary conducts any Other Asset Sale for which the Net Cash Proceeds (before deducting the Value of any Fixed Asset Collateral included therein) exceeds $10,000,000, upon notification by then (i) to the Administrative Agent, prepay, in the applicable currencyextent such Other Asset Sale includes any Fixed Asset Collateral, the Swing Loans first and then the other Loans then outstanding Borrower shall apply proceeds in an amount equal to such excess. If any such excess remains after repayment in full 100% of the aggregate Value of such Fixed Asset Collateral to prepay outstanding Swing Loans and in accordance with Section 2.13(e), (ii) if at least 75% of the other Loansconsideration for such Other Asset Sale is paid or payable in cash, then not later than the third Business Date following the receipt of the Net Cash Proceeds of such Other Asset Sale, the Borrower shall apply 50% of such Net Cash Collateralize Proceeds received with respect thereto to prepay the Letter outstanding Loans in accordance with Section 2.13(e) and (iii) if less than 75% of Credit Obligations the consideration for such Other Asset Sale is paid or payable in cash, then not later than the manner set forth in Section 10.5 in third Business Date following the date of such Other Asset Sale, the Borrower shall apply an amount equal to the Dollar Equivalent of 10137.50% of the aggregate consideration for such excessOther Asset Sale, net of the principal amount, premium or penalty, if any, interest and other amount of any Indebtedness which is secured by the assets sold in such Other Asset Sale by a Lien permitted hereunder which, if the Administrative Agent has a Lien on such asset, is senior to the Administrative Agent’s Lien on such asset and is required to be repaid with such proceeds, including the Value of any Fixed Asset Collateral included in such Other Asset Sale (excluding any such Indebtedness assumed by the purchaser of such assets), to prepay the outstanding Loans in accordance with Section 2.13(e). (bc) If (x) at any time during a Cash Dominion Period or (y) in respect No later than 90 days after the end of any Disposition 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 Disposition in respect of any Current Asset Collateral outside each Fiscal Year of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m))Borrower, subject to commencing with the Intercreditor AgreementFiscal Year ending on February 23, 2013, the Borrower shall promptly prepay outstanding Loans in accordance with Section 2.13(e) in an aggregate principal amount equal to (x) 50% of Excess Cash Flow for the Fiscal Year then ended minus (y) voluntary prepayments of Loans under Section 2.12 during such Fiscal Year; provided that such prepayments do not occur in connection with a refinancing of all or any portion of such Indebtedness; provided, further, that the Excess Cash Flow percentage for any Fiscal Year with respect to which Excess Cash Flow is measured shall be reduced to (A) 25% if the Total Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 3.00:1.00 but greater than 2.50:1.00 and (B) zero if the Total Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.50:1.00. (d) In the event that the Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed (other than Permitted Indebtedness), the Borrower shall, substantially simultaneously with (and in any event within five (5not later than the first Business Day next following) Business Days the receipt of such receipt) prepay Net Cash Proceeds by the Loans in Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed the aggregate principal amount of prepay outstanding 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 Creditaccordance with Section 2.13(e). (ce) Subject Mandatory prepayments of outstanding Loans under this Agreement shall be allocated pro rata between the Loans, the Other Loans and the Extended Loans (unless Other Loans or Extended Loans agreed to Section 3.5 hereof, all such payments receive less than their pro rata share) and applied pro rata against the remaining scheduled installments of principal due in respect of the Loans, Other Loans pursuant and the Extended Loans under Sections 2.11(a)(i) and (ii), respectively. (f) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.9 2.13, (i) a certificate signed by a Responsible 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 Business Days prior written notice of such prepayment. Each notice of prepayment 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. All , and shall be accompanied by accrued and unpaid 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 prepaid to any loan account(s) of the Borrower, at the Administrative Agent’s option, on but excluding 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. (a) If at any time, time the sum of the aggregate outstanding principal amount of the Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation), the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currencyLoans, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations Liabilities exceeds the aggregate Revolving Credit Commitments, then the Parent Borrower shall, within ten (10) Business Days after receipt of notice from Agent of such occurrence pay the amount of such excess to the Agent for the respective accounts of 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 manner set forth amount of any Swing Loans shall be paid solely to the Swing Loan Lender. Notwithstanding the foregoing, if the Agent notifies the Parent Borrower at any time that the Outstanding amount of all Loans denominated in Section 10.5 in an Alternative Currencies at such time exceeds a Dollar Equivalent amount equal to the Dollar Equivalent of 101(a) 105% of the Alternative Currency Sublimit then in effect, or (b) 105% of the Unencumbered Asset Pool Availability, then, within three (3) Business Days after receipt of such excessnotice, the Parent Borrower shall prepay Loans ratably among the Lenders in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect or 100% of the Unencumbered Asset Pool Availability, respectively. (b) If (x) at any time during the outstanding principal balance of the Revolving Credit Loans, the Swing Loans, the Term Loan III Loan, the Term Loan IV Loan, the Letter of Credit Liabilities and all other Unsecured Debt exceeds the Unencumbered Asset Pool Availability (including, without limitation, as a Cash Dominion Period or (y) in respect result of the termination of any Disposition that would result in the occurrence ground lease or any lease of a Cash Dominion Period, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Leased Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)related to an Eligible Real Estate Asset), subject to the Intercreditor Agreementthen Parent Borrower shall, the Borrower shall promptly within ten (but in any event within five (510) Business Days after receipt of notice from the Agent of such receipt) prepay occurrence, pay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 excess as a payment 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 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 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 holder or holders of any Unsecured Debt, together with any additional amounts required to be paid to 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 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 holder or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than holders in connection with Cash Management Obligations, Obligations in respect such principal payments 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataIndebtedness.

Mandatory Prepayments. (a) 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 Revolving Loans PLUS (ii) the aggregate amount of Letter of Credit Outstandings Outstandings, exceeds the aggregate Maximum Credit at such time (including Total Commitment as a result of any currency fluctuation)then in effect, the Borrower shall forthwithprepay on such date that principal amount of Loans and, upon notification by the Administrative Agentafter Loans have been paid in full, prepayUnpaid Drawings, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an aggregate amount equal to such excess. If any such excess remains If, after repayment in full giving effect to the prepayment of Loans and Unpaid Drawings, the aggregate outstanding Swing Loans and amount of Letter of Credit Outstandings exceeds the other LoansTotal Commitment as then in effect, the Borrower shall Cash Collateralize pay to the Letter of Credit Obligations in the manner set forth in Section 10.5 in Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess and the Dollar Equivalent Administrative Agent shall hold such payment as security for the obligations of 101% of such excessthe 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 on any 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 Hedge Agreements, EXCEEDS the lesser of (A) the Aggregate Borrowing Base then in effect, or (B) the sum of (x) at any time during 60% of the appraised fair market value of the Eligible Real Estate constituting a Cash Dominion Period or part of the Mortgaged Property hereunder on the Closing Date and which remains Mortgaged Property hereunder, as determined on the basis of the appraisals referred to in section 5.1(t), and (y) in respect 60% of the Appraised Value of any Disposition that would result in the occurrence of a Cash Dominion PeriodAdditional Property or Substitute Property, determined for any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside such Property as of the ordinary course date such Property becomes a Mortgaged Property hereunder in compliance with section 7.17, as determined on the basis of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject the appraisal with respect thereto referred to the Intercreditor Agreementin section 7.17, the Borrower shall promptly (but prepay on such date that principal amount of Loans and, after all Loans have been paid in any event within five (5) Business Days of such receipt) prepay the Loans full, Unpaid Drawings, in an aggregate amount equal to such excess. (c) 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 Net Cash Proceeds (and, 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 extent such Net Administrative Agent and the Borrower (which shall permit certain investments in Cash Proceeds exceed Equivalents satisfactory to the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Credit in an amount equal Administrative Agent and the Borrower until the proceeds are applied to up to 101% of the aggregate maximum drawable amount of such Letters of Creditsecured obligations). (cd) Subject With respect to Section 3.5 hereofeach prepayment of Loans required by this section 4.2, all such payments in respect the Borrower shall designate the Types of Loans which are to be prepaid and the Loans specific Borrowing(s) pursuant to this Section 2.9 which such prepayment is to be made, PROVIDED that (i) the Borrower shall be without premium or penalty. All interest accrued on the principal amount of the first so designate all 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, that are Base Rate Loans and Eurodollar Loans with Interest Periods ending on the date of such payment. Interest shall accrue and be dueprepayment prior to designating any other Eurodollar Loans for prepayment, until the next Business Day, (ii) if the outstanding principal amount so paid 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 the Loans 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 absence of a designation by the Borrower to as described in the bank account designated by preceding sentence, 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 Dominion Period and notification thereof by the Administrative Agent to the Borrower (shall, subject to the provisions of Section 10.3 and above, make such designation in its sole discretion with a view, but no obligation, to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataminimize breakage costs owing under section 1.11.

Mandatory Prepayments. (ai) If Notwithstanding anything to the contrary contained in Section 2.9(b), if on the first Business Day of a calendar month or on any other date deemed necessary by the Agent in its discretion, either: (x) the Dollar Equivalent at any such time of the outstanding Alternate Currency Loans exceeds the amount of the Alternate Currency Commitment in effect at such time, or (y) the aggregate principal amount, based on the Dollar Equivalent at such time of all outstanding Alternate Currency Loans and of all outstanding Revolving Loans, together with the aggregate amount of all Letter of Credit Liabilities and the aggregate principal amount of Revolving Credit Outstandings all outstanding Swingline Loans, exceeds the aggregate Maximum Credit amount of the Commitments in effect at such time time, in either case, solely because of currency fluctuations, then the Alternate Currency Lender may (including as a result in the case of any currency fluctuationclause (x)) or the Agent may (in the case of clause (y)), on behalf of the Borrower shall forthwith, upon notification by (which hereby irrevocably directs the Administrative Alternate Currency Lender or the Agent, prepayas the case may be, in to act on its behalf), request a borrowing of Base Rate Loans from the applicable currency, the Swing Loans first and then the other Loans then outstanding Lenders in an amount equal to such excess. If The limitations of Section 3.5(a) shall not apply to any borrowing of Base Rate Loans made pursuant to this subsection. The Alternate Currency Lender shall give notice to the Agent, if applicable, and the Agent shall in any event promptly notify each Lender, of any such excess remains after repayment borrowing of Base Rate Loans not later than 12:00 noon on the proposed date of such borrowing. No later than 3:00 p.m. on such date, each Lender will make available to the Agent at the Principal Office, in full immediately available funds, the proceeds of the aggregate Base Rate Loan to be made by such Lender. In the case of clause (x), the Agent shall pay the proceeds of such Base Rate Loans to the Alternate Currency Lender, which shall apply such proceeds to repay the outstanding Swing principal balance of Alternate Currency Loans in such manner as the Alternate Currency Lender may reasonably determine and in the case of clause (y), such proceeds shall be applied to pay all amounts of principal outstanding on the Loans and any Reimbursement Obligations in accordance with Sections 2.18(m) and 3.2 and if any Letters of Credit are outstanding at such time the other remainder, if any, shall be deposited into the Collateral Account for application as provided in Section 11.5. (ii) Notwithstanding anything to the contrary contained in Section 2.9(b), if at any time the aggregate principal amount, based on the Dollar Equivalent at such time of all outstanding Alternate Currency Loans, and of all outstanding Revolving Loans, together with the Borrower shall Cash Collateralize the aggregate amount of all Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed Liabilities and the aggregate principal amount of all outstanding Swingline Loans, exceeds the aggregate amount of the Commitments in effect at such time (other than as a result of currency fluctuations), the Borrower shall immediately upon demand from the Agent pay to the Agent for the accounts of the Lenders the amount of such excess. Such payment shall be applied to pay all amounts of principal outstanding on the Loans outstanding, Cash Collateralize and any Reimbursement Obligations in accordance with Sections 2.18(m) and 3.2 and if any Letters of Credit are outstanding at such time the remainder, if any, shall be deposited into the Collateral Account for application as provided in an amount equal to up to 101% of the aggregate maximum drawable amount of such Letters of Credit)Section 11.5. (ciii) Subject If any outstanding LIBOR Loans are paid by reason of this subsection (h) prior to Section 3.5 hereof, all such payments in respect the end 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 paidapplicable Interest Period therefor, 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 such bank account after 3:00 p.m. (d) 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 Agent shall apply all Same Day Funds credited to the Concentration Account and pay all amounts received pursuant to due under Section 2.9(b), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata5.4.

Mandatory Prepayments. a. To the extent that (ai) If the Revolving Credit Loans shall at any timetime exceed the 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 outstanding Letters of Indemnity or (B) the then effective Revolving Credit Loans Maximum Outstanding or (ii) the Revolving Credit Loans shall at any time exceed the then effective Borrowing Base, the aggregate principal Borrowers shall within one (1) day after becoming aware of such excess prepay the Revolving Credit Loans in the amount of Revolving Credit Outstandings exceeds such excess. b. Within ten (10) days after the aggregate Maximum Credit at such time (including as a result availability of the quarterly financial statements for March 31 required to be delivered pursuant to Section 9.09(b) but in any currency fluctuation)event not later than June 1 of each year, the Borrower Borrowers shall forthwith, upon notification by prepay the Administrative Agent, prepay, in the applicable currency, the Swing Term Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full 50% of the aggregate outstanding Swing Loans and amount of the Excess Cash Flow for the 12 month period ended March 31 of such year. The entire prepayment under this subsection shall be applied to the scheduled installments of principal in the inverse order of maturity. 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, transfer or other Loansdisposition from the sale, transfer or other disposition of 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 Cash Collateralize first prepay the Letter of Revolving Credit Obligations in the manner set forth in Section 10.5 Loans in an amount equal to the Dollar Equivalent of 101% first $100,000 of such excess. (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 Periodproceeds, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) second prepay the Term Loans in an amount equal to one hundred percent (100% %) of such Net Cash Proceeds (andproceeds and such prepayments shall be applied in inverse order of maturity, to and third, after the extent such Net Cash Proceeds exceed the aggregate principal amount of Revolving Credit Loans outstanding, Cash Collateralize Letters of Credit have been prepaid in an amount equal to up $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 101% the remaining proceeds. d. Within five (5) days of receipt by any Borrower of any tax refund, such Borrower shall prepay the Revolving Credit Loans in an amount equal to one hundred percent (100%) of the aggregate maximum drawable amount of such Letters of Credit)tax refund. (c) Subject to Section 3.5 hereof, all such payments in respect e. Any prepayment of the Loans pursuant to Term Loan under this Section 2.9 shall be without premium or penalty. All include all accrued 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 prepayment on the amount so prepaid as well as any and all compensation required to be paid by in accordance with Section 6.05. f. Except as specifically set forth at 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. end of clause (dc) 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 above, any prepayment of the Security Agreement)Revolving Credit Loans under this Section shall not reduce the amount of the Revolving Credit Commitment. The mandatory prepayments required under subsection (a) shall be applied as follows: first, on each Business Dayto unreimbursed drawings under Letters of Credit, at or before 1:00 p.m.second, the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) and any Protective Advances that may be outstanding, pro rata, third to prepay the principal unreimbursed drawings under Letters of any Protective Advances that may be outstanding, pro rataIndemnity, and fourth to prepay be held as cash collateral for the principal of Borrowers' obligations under the Loans (including Swing Loans) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataFacility Documents.

Mandatory Prepayments. (a) If at any timeOn each date on which the Revolving Credit Commitments are reduced pursuant to Section 2.08 or Section 2.09, the aggregate Borrower shall repay or prepay such principal amount of the outstanding Revolving Credit Outstandings exceeds Loans and/or Swing Loans, if any (together with interest accrued thereon), as may be necessary so that after such payment the aggregate Maximum unpaid principal amount of the Revolving Credit at such time Loans, Swing Loans and Letter of Credit Obligations does not exceed the aggregate amount of the Revolving Credit Commitments as then reduced. (including b) If, as of the most recent Revaluation Date, (i) solely as a result of currency fluctuations, the outstanding principal amount of all Revolving Credit Loans plus the sum of all outstanding Letter of Credit Obligations plus the Swing Loan Reserve exceeds 105% of the aggregate Revolving Credit Commitments, or (ii) for any currency fluctuation)other reason, the outstanding principal amount of all Revolving Credit Loans plus the sum of all outstanding Letter of Credit Obligations plus the Swing Loan Reserve exceeds the aggregate Revolving Credit Commitments, then, in each case, the Borrower shall forthwithrepay immediately upon notice from the Administrative Agent, upon notification by payment to the Administrative Agent for the account of the Revolving Credit Banks, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swing Loans, second to the principal amount of outstanding Revolving Credit Loans (applied first to Base Rate Loans and second to Eurocurrency Loans) and third, with respect to any Letter of Credit Obligations, a payment of cash collateral into a cash collateral account opened by the Administrative Agent, prepay, in for the applicable currency, benefit of the Swing Loans first and then the other Loans then outstanding Revolving Credit Banks in an amount equal to such excessexcess (such cash collateral to be applied in accordance with Section 6.01). If any Each such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 2.11 shall be without premium accompanied by any amount required to be paid pursuant to Section 8.05. No repayment or penalty. All interest accrued on the principal amount of the Loans paid prepayment pursuant to this Section 2.9 shall be paid, or may be charged by the Administrative Agent to affect 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 such bank account after 3:00 p.m. (d) 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 obligations under any Hedging Agreement), on each Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.

Mandatory Prepayments. Borrower shall be required to make mandatory prepayments of the Term Loans upon each of the following: (ai) If at the receipt by Borrower or any time, of its Affiliates of any damages or other amounts from Equipment Supplier under the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time 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 currency fluctuationcancellation by Equipment Supplier pursuant to Section 19 of the Equipment Supply Agreement), in an amount equal to (A) during the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currencycontinuance of any Default or Event of Default, the Swing amount of such damages or other amounts, or (B) so long as there is not continuing any Default or Event of Default, such portion of the amount of such damages as Hermes Agent (at the instruction of Hermes) shall designate in writing as the amount (if any) of the Term Loans first and then no longer eligible for coverage under the other Loans then outstanding 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. If any such excess remains after repayment in full portion of the aggregate outstanding Swing Loans and Term Loans; and (iii) the other Loans, the refund to Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 any Hermes Guarantee Fees by Hermes in an amount equal to the Dollar Equivalent 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 101% Hermes or Hermes Agent (at the instruction of Hermes) accompanying such excess.Hermes Guarantee Fee Refund; and (biv) 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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, insurance policy 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 are in respect of Collateral (as defined in the Security Agreement); provided, Borrower shall have no obligation to prepay the Term Loans pursuant with any Hillsboro Business Interruption Insurance Proceeds. for mining activities and (y) be subject to this Section 2.9 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 a first priority security interest in the Replacement Collateral, and to take any action reasonably requested by Collateral Agent to create or perfect such security interest), Borrower may Reinvest such Net Cash Proceeds in lieu of prepayment; provided that the Net Cash Proceeds Borrower intends to use for Reinvestment 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 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 deposited in a deposit account designated by the Administrative Collateral Agent for such purpose is received in such bank (and at Collateral Agent’s request, subject to an account after 3:00 p.m. (dcontrol agreement between Borrower, Collateral Agent and the depository bank) At all times after the occurrence and during the continuance of Cash Dominion Period and notification thereof by the Administrative Agent prior to the Borrower Reinvestment, and if not Reinvested within twelve (subject 12) months, shall be applied to the provisions of Section 10.3 and to the terms prepayment of the Security Agreement), on each Business Day, at or before 1:00 p.m., Term Loans in accordance with the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than in connection with Cash Management Obligations, Obligations in respect sentence 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro ratathis paragraph.

Mandatory Prepayments. (a) 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 Revolving PF Loans PLUS (ii) the aggregate amount of Letter of Credit Outstandings Outstandings, exceeds the aggregate Maximum Credit at such time (including Total PF Commitment as a result of any currency fluctuation)then in effect, the Borrower shall forthwithprepay on such date that principal amount of PF Loans and, upon notification by the Administrative Agentafter PF Loans have been paid in full, prepayUnpaid Drawings, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an aggregate amount equal to such excess. If any such excess remains If, after repayment in full giving effect to the prepayment of PF Loans and Unpaid Drawings, the aggregate outstanding Swing Loans and amount of Letter of Credit Outstandings exceeds the other LoansTotal PF Commitment as then in effect, the Borrower shall Cash Collateralize pay to the Letter of Credit Obligations in the manner set forth in Section 10.5 in Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess and the Dollar Equivalent Administrative Agent shall hold such payment as security for the obligations of 101% of such excessthe 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 on any 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) at any time during 65% of the fair market value of the Eligible Real Estate constituting a Cash Dominion Period or 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) in respect 65% of the Appraised Value of any Disposition that would result in the occurrence of a Cash Dominion PeriodAdditional Property or Substitute Property, determined for any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside such Property as of the ordinary course date such Property becomes a Mortgaged Property hereunder in compliance with section 7.17, as determined on the basis of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject the appraisal with respect thereto referred to the Intercreditor Agreementin section 7.17, the Borrower shall promptly (but in any event within five (5) Business Days of prepay on such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed the aggregate date that principal amount of Loans outstandingand, Cash Collateralize Letters of Credit after all Loans have been paid in full, Unpaid Drawings, in an aggregate amount equal to up 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 101% 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 aggregate maximum drawable amount of such Letters of CreditBorrower 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) Subject to Section 3.5 hereofPromptly, all such payments and in respect any event not later than the third Business Day following the date of receipt thereof by the Borrower of the Loans pursuant 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 this Section 2.9 a cumulative aggregate amount of $6,000,000, shall be without premium 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 penaltyissuance 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). All interest accrued on 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 the Loans paid pursuant to this Section 2.9 all Loans, if any, shall become due and payable and shall be paidprepaid 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 may be charged by (ii) the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to any loan account(s) 100% of the Borrower, at Letter of Credit Outstandings and the Administrative Agent’s optionAgent 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 such payment. Interest shall accrue and be dueprepayment prior to designating any other Eurodollar Loans for prepayment, until the next Business Day, (ii) if the outstanding principal amount so paid 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 the Loans 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 absence of a designation by the Borrower to as described in the bank account designated by preceding sentence, 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 Dominion Period and notification thereof by the Administrative Agent to the Borrower (shall, subject to the provisions of Section 10.3 and above, make such designation in its sole discretion with a view, but no obligation, to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rataminimize breakage costs owing under section 1.11.

Mandatory Prepayments. (a) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation)time, the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currencyDollars, the Swing Loans first and then the other Loans (other than FILO Loan) then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other LoansLoans (other than FILO Loan), the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral included in the Borrowing Base or the FILO Borrowing Base outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreementbusiness, 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 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 constituting the FILO Loan), the Borrower shall prepay an aggregate principal amount of the Loans (other than FILO Loan) equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds by the Borrower or such Restricted Subsidiary, as applicable, or (ii) Credit Agreement Refinancing Indebtedness (with respect to any Refinanced Debt constituting FILO Loan), the Borrower shall prepay an aggregate principal amount of the FILO Loan equal to 100% of all Net Cash Proceeds received therefrom on the date of 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 penaltypenalty 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 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 such bank account after 3:00 p.m. (df) 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 Concentration 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. (ai) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including A) other than as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Borrowings denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Borrowing) exceeds the Aggregate Revolving Commitment or (B) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures (as so calculated as of the most recent Computation Date with respect to such Borrowing) exceeds 105% of the Aggregate Revolving Commitment, the Borrowers shall within one (1) Business Day after demand repay Borrowings and, if no Borrowings are then outstanding, cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the Aggregate Revolving Commitment. (ii) In the event the Company or any currency fluctuationSubsidiary receives any Net Proceeds from an Asset Sale (other than an Asset Sale of the type permitted by Section 6.10(a), (b) or (c)), the Borrower Borrowers shall forthwithmake a mandatory prepayment of the Loans, upon notification by within five (5) Business Days after the Administrative Agent, prepayCompany’s or any Subsidiary’s receipt of such Net Proceeds, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an aggregate amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101100% of such excess. (b) If (x) at any time during a Cash Dominion Period or (y) in respect Net Proceeds. Notwithstanding the foregoing, Net Proceeds of any Disposition that would result in such Asset Sales with respect to which the occurrence of a Cash Dominion PeriodCompany shall have given the Administrative Agent written notice, any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% receipt of such Net Cash Proceeds (andProceeds, of its intention to replace the extent property subject to any such Asset Sale or invest such Net Cash Proceeds exceed in the aggregate principal amount purchase of Loans outstandingassets (other than securities, Cash Collateralize Letters of Credit unless those securities represent Equity Interests in an amount equal entity that becomes a Subsidiary Guarantor) to up to 101be used by one or more of the Company or its Subsidiaries in their businesses within three hundred and fifty (350) days following such Asset Sale (or, in the case of an Asset Sale (other than an Asset Sale of the type permitted by Section 6.10(a), (b) or (c)) in excess of 20% of the Consolidated Total Assets Basket in aggregate maximum drawable amount during any twelve- month period, within one hundred and eighty (180) days following such Asset Sale with respect to such portion in excess of such Letters of Credit). (c) Subject to Section 3.5 hereof, all such payments in respect 20% of the Loans pursuant to this Section 2.9 Consolidated Total Assets Basket), shall not 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 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 Dominion Period and notification thereof by the Administrative Agent to the Borrower (subject to the provisions of the first sentence of this Section 10.3 2.11(b)(ii) unless and to the terms extent that such applicable period shall have expired without such Net Proceeds being used for such replacement or investment. (iii) Each mandatory prepayment required by clause (b)(ii) of this Section 2.11 shall be referred to in this clause (iii) as a “Designated Prepayment.” Designated Prepayments shall be applied first, to repay any installments of any Incremental Term Loans then outstanding (allocated ratably between or among multiple tranches of Incremental Term Loans (and applied more specifically as set forth in any Incremental Term Loan Amendment), second, upon repayment in full of any such Incremental Term Loans, the Aggregate Revolving Commitments shall be permanently reduced ratably among the Lenders in the amount of any such Designated Prepayment effective as of the Security Agreementtime of any such Designated Prepayment (whether or not Revolving Loans are outstanding in such amount), and to repay with proceeds of such Designated Prepayment first any Revolving Loans and thereafter Swingline Loans then outstanding prior to effecting any such reduction of the Aggregate Revolving Commitments. Designated Prepayments of Loans shall first be applied to ABR Loans and to any Eurocurrency Loans maturing on each Business Day, at or before 1:00 p.m., the Agent such date and then to subsequently maturing Eurocurrency Loans in order of maturity. Each prepayment of a Borrowing shall apply all Same Day Funds credited be applied ratably to the Concentration Account Loans included in the prepaid Borrowing. All mandatory prepayment hereunder shall be accompanied by (x) accrued interest to the extent required by Section 2.13 and all amounts received (y) break fund payments pursuant to Section 2.9(b), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata2.16.

Mandatory Prepayments. (a1) If at any time, time the aggregate principal amount of Revolving Credit Outstandings exceeds exceed the aggregate Maximum Revolving Credit at such time Commitment (including as a result of any currency fluctuationfluctuations or otherwise), the each applicable Borrower shall forthwith, agrees to repay immediately upon notification by notice from the Administrative Agent, prepay, in by payment to the applicable currency, Administrative Agent for the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full account of the aggregate outstanding Swing Loans and the other LoansRevolving Credit Lenders, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Disposition permitted by Section 9.5(m)), subject to the Intercreditor Agreement, the Borrower shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (and, to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans outstanding, Cash Collateralize Letters Extensions of Credit in an amount equal to up such excess with each such repayment applied first, 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 penalty. All interest accrued on the principal amount of outstanding US Swingline Loans, second, to the principal amount of outstanding Canadian Swingline Loans, third to the principal amount of outstanding US Revolving Credit Loans, fourth, to the principal amount of outstanding Canadian Revolving Credit Loans paid pursuant and fifth, with respect to this Section 2.9 shall be paidany Letters of Credit then outstanding, or may be charged a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent to any loan account(s) Agent, for the benefit of the BorrowerRevolving Credit Lenders, at the Administrative Agent’s optionin an amount equal to such excess (such Cash Collateral to be applied, 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 upon the occurrence and during the continuance of an Event of Default, in accordance with Section 10.2(b)); provided that if any US Borrower is required to make a payment of Cash Dominion Period and notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Section 10.3 and Collateral pursuant to the terms of this Section 2.4(b)(i) as a result of any such excess, such amount (to the Security Agreementextent not applied in accordance with Section 10.2(b)) shall be returned to such US Borrower within three Business Days after such excess ceases to exist. (2) [intentionally omitted]. (3) If at any time Swingline Loans outstanding at such time exceed the Swingline Commitment (as a result of currency fluctuations or otherwise), on each the applicable Borrower or Borrowers agree to repay within one (1) Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to following receipt of notice from the Administrative Agent, by payment to the Issuers and Administrative Agent for the Lenders account of the applicable Swingline Lender, Swingline Loans in an amount equal to such excess with each such repayment applied ratably to the outstanding Swingline Loans. (other than in connection with Cash Management Obligations, Obligations in respect 4) If at any time Letters of Secured Hedge Agreements Credit outstanding at such time exceed the L/C Sublimit (as a result of currency fluctuations or any Revolving Commitment Increasesotherwise), pro rata, second to pay interest due and payable in respect of any Loans (including Swing 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) and applicable Borrower or Borrowers agree to Cash Collateralize outstanding Letter the amount of Credit Obligationssuch excess (such Cash Collateral to be applied, pro rataupon the occurrence and during the continuance of an Event of Default, in accordance with Section 10.2(b)); provided that if any Borrower is required to make a payment of Cash Collateral pursuant to the terms of this Section 2.4(b)(iv) as a result of any such excess, such amount (to the extent not applied in accordance with Section 10.2(b)) shall be returned to such Borrower within three Business Days after such excess ceases to exist.

Mandatory Prepayments. (a) If at on any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time (including as a result of any currency fluctuation)date Holdings, the Borrower shall forthwith, upon notification by the Administrative Agent, prepay, in the applicable currency, the Swing Loans first and then the other Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excess. (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 Subsidiaries receives any shall receive Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business (other than any Current Asset Collateral that is part of any Sale or Disposition permitted by Section 9.5(m)7.5(e), subject to the Intercreditor Agreement, the Borrower shall such Net Cash Proceeds promptly (but in any event within five (5) no later than 2 Business Days of after such receipt) prepay the Loans in an amount equal to 100% of such Net Cash Proceeds (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 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 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 Administrative Agent, for the Administrative Agent for such purpose is received ratable benefit of the Lenders, to prepay the Obligations in such bank account after 3:00 p.m.cash at 100% of the principal amount of the Term Loans so prepaid, plus the sum of (x) accrued and unpaid interest to the repayment date, plus (y) a pro rata portion of the Make-Whole Amount, plus (z) a pro rata portion (based on the amount of the Term Loans prepaid) of the deferred set-up fee referred to in Section 2.9(b)(ii). (db) At all times after the occurrence and during the continuance of Cash Dominion Period and notification thereof by the Administrative Agent to On any date Parent, Holdings or the Borrower receives proceeds from a Company Sale, (subject i) all such proceeds (whether or not sufficient to make the provisions of Section 10.3 following payments in full) shall be immediately applied to repay the Obligations in full in cash and to the terms of the Security Agreement), on each Business Day, at or before 1:00 p.m., the 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 expense reimbursements then due to the Administrative Agent, for the Issuers pro rata benefit of the Lenders, the sum of 100% of the principal amount of the Term Loans, plus (x) accrued and unpaid interest to the Lenders repayment date, plus (other than y) the Make-Whole Amount, plus (z) the deferred set-up fee referred to in Section 2.9(b)(i); provided that at the time of any such Company Sale, all of the foregoing Obligations shall be paid in full regardless of the amount of proceeds actually received by Parent, Holdings or the Borrower. (c) Unless the Borrower shall otherwise have repaid in full all Obligations under this Agreement, upon (i) 75 days following a Parent Liquidity Event or (ii) an acceleration of the Obligations pursuant to Section 8, the Borrower shall repay the Obligations in full in cash and pay to the Administrative Agent, for the pro rata benefit of the Lenders, the sum of 100% of the principal amount of the outstanding Term Loans, plus (x) accrued and unpaid interest to the repayment date, plus (y) the Make-Whole Amount, plus (z) the deferred set-up fee referred to in Section 2.9(b)(ii). (d) Subject to Section 2.18, amounts to be applied in connection with Cash Management Obligations, Obligations in respect of Secured Hedge Agreements a repayment made pursuant to Section 2.12(b) or any Revolving Commitment Increases(c), pro rataif the Obligations are not paid in full in cash, second shall be applied, first, to pay accrued and unpaid interest due and payable on the Term Loans, second, to the deferred set-up fee referred to in respect Section 2.9(b), third, to outstanding principal of any the Terms Loans (including Swing Loans) and including, without limitation, any Protective Advances capitalized interest that may be outstanding, pro rata, third has been added 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 Term Loans) and and, fourth, to Cash Collateralize outstanding Letter any remaining Obligations outstanding. The application of Credit Obligationsany repayment pursuant to this Section 2.12 shall be made, pro ratafirst, to Base Rate Loans, if any, and, second, to Eurodollar Loan.

Mandatory Prepayments. (ai) If at any time, time the aggregate principal amount of Revolving Credit Outstandings exceeds exceed the aggregate Maximum Revolving Credit at such time (including as a result of any currency fluctuation)Commitment, the Borrower shall forthwith, agrees to repay immediately upon notification by notice from the Administrative Agent, prepayby payment to the Administrative Agent for the account of the Revolving Credit Lenders, in the applicable currency, the Swing Loans first and then the other Loans then outstanding Extensions of Credit in an amount equal to such excess. If excess with each such repayment applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any such excess remains after repayment in full 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 aggregate outstanding Swing Loans and the other LoansRevolving Credit Lenders, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to the Dollar Equivalent of 101% of such excessexcess (such Cash Collateral to be applied in accordance with Section 10.2(b)). (bii) If any Credit Party shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss with respect to any Property, then, promptly upon receipt by the Credit Party of the Net Cash Proceeds of such Disposition or Event of Loss, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of all such Net Cash Proceeds; provided that, (A) so long as no Default or Event of Default has occurred and is continuing, such Net Cash Proceeds shall not be required to be so applied to the extent the Borrower delivers to the Administrative Agent a certificate stating that the Borrower and its Subsidiaries intend to use such Net Cash Proceeds (x) at any time during a Cash Dominion Period to acquire capital assets useful to the business of the Borrower or one or more of its Subsidiaries or (y) consummate one or more acquisitions that are Permitted Acquisitions, in respect each case within 365 days of any Disposition the receipt of such Net Cash Proceeds, it being expressly agreed 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 not so reinvested shall be applied to prepay the Term Loans promptly thereafter and (B) this subsection shall not require any Disposition in such prepayment with respect to Net Cash Proceeds received on account of Dispositions during any Current Asset Collateral outside fiscal year of the ordinary course Borrower not exceeding $1,000,000 in the aggregate so long as no Default or Event of business Default then exists. The amount of each such prepayment shall be applied to the outstanding Term Credit Loans until paid in full. (iii) If after the Closing Date any Credit Party shall issue any Indebtedness, other than any Current Asset Collateral that is part of any Disposition Indebtedness permitted by Section 9.5(m)), subject to the Intercreditor Agreement9.1, the Borrower shall promptly notify the Administrative Agent of the estimated Net Cash Proceeds of such issuance to be received by or for the account of the Credit Party in respect thereof. Promptly upon receipt by the Credit Party of Net Cash Proceeds of such issuance, the Borrower shall prepay the Obligations in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds. The amount of each such prepayment shall be applied to the outstanding Term Credit Loans until paid in full. The Borrower acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any breach of any of the terms of the Loan Documents. (but iv) In the event that the Borrower receives (including through Holdings) a Specified Equity Contribution, the Borrower shall, substantially simultaneously with the receipt by the Borrower of such Specified Equity Contribution (and in any event within five (5) not later than the third Business Days of such receipt) prepay the Loans in Day thereafter), apply an amount equal to 100% of the proceeds of such Net Cash Proceeds (and, Specified Equity Contribution to prepay outstanding Term Loans until paid in full and then to the extent such Net Cash Proceeds exceed the aggregate principal amount of Loans outstanding, Cash Collateralize Letters of Revolving Credit in an amount equal to up to 101% of the aggregate maximum drawable amount of such Letters of Credit)Loans. (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 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 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 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 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 expense reimbursements then due to the Administrative Agent, the Issuers and the 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) 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) and to Cash Collateralize outstanding Letter of Credit Obligations, pro rata.