Common use of Notice; Manner of Payment Clause in Contracts

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment under this Section 4.4 shall be applied as follows: (A) first to reduce, in inverse order of maturity, the remaining scheduled principal installments of the Term Loans pursuant to Section 4.3, and (B) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(v)(iv) above, the applicable Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment of the Loans under this Section 4.4 shall be applied as follows: first, ratably between the Initial Term Loan and any Incremental Term Loans to reduce on a pro rata basis (A) first applied to reduce, in inverse order of maturity, reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans pursuant to Section 4.3, on a pro rata basis) and (Bii) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andsecond, to the extent of any prepayments made excess, to repay the Revolving Credit Loans pursuant to Section 4.4(b)(iii2.4(d), to permanently reduce without a corresponding reduction in the Revolving Credit Commitment; provided. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, howeverwith respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that is secured by the Collateral on a pari passu basis (a) at a purchase price no greater than par plus accrued and unpaid interest), to the extent that there are any amounts outstanding under the Revolving Credit Facilityrequired thereby, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its a pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans basis in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent respective outstanding principal amounts of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereofRefinancing Notes or Incremental Equivalent Indebtedness as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v4.4(b)(iv), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment under this Section 4.4 4.4(b)(i) or (ii) shall be applied as follows: (A) first first, to reduce, in inverse order of maturity, reduce the remaining scheduled quarterly principal repayment installments of the Term Loans pursuant to Section 4.3, Loan on a pro rata basis and (B) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andsecond, to the extent of any prepayments made excess, to temporarily prepay the Revolving Credit Loans pursuant to Section 2.4(c); provided, that any excess remaining thereafter shall be returned to the Borrower. Each prepayment under Section 4.4(b)(iii)) or (iv) shall be applied as follows: first, to reduce the remaining scheduled quarterly principal repayment installments of the Term Loan on a pro rata basis and second, to the extent of any excess, to permanently reduce the Revolving Credit CommitmentCommitment pursuant to Section 2.5(b); provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the excess remaining amount thereafter shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining funds, returned to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans Loan pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitmentreborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. No prepayment or repayment pursuant to Section 4.4 shall affect any of the Borrower’s obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(v)(iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4 shall be applied as follows: first, ratably between the Initial Term Loans and (Aunless otherwise agreed to by the applicable Incremental Lenders) first any Incremental Term Loans and second, to reducethe extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in inverse the Revolving Credit Commitment. Each such prepayment of the Initial Term Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Initial Term Loans pursuant to Section 4.3and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and (B) second then to the extent bullet payment due on the Term Loan Maturity Date. Proceeds of any excess (the "Excess Proceeds"), Refinancing Debt shall be applied solely to prepay the aggregate outstanding amounts under the each applicable Class of Term Loans and/or Revolving Credit Facility andLoans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent of any prepayments made pursuant to Section 4.4(b)(iii)required thereby, to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its a pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans basis in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent respective outstanding principal amounts of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereofRefinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment under this Section 4.4 shall be applied as follows: (A) first to reduce, in inverse order of maturity, the remaining scheduled principal installments of the Term Loans (with respect to any such outstanding Term Loans, pro rata on the basis of the original aggregate funded amount thereof among the Initial Term Loans, the Supplemental Term Loans and the Additional Term Loans) pursuant to Section 4.3, and (B) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facilitythat, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any each Lender having a Term Loan Lender Commitment shall have the right to refuse its pro rata share (based on its respective applicable Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining funds, to the Borrower; provided that, if at the time of such prepayment there are no outstanding Revolving Credit Loans, the Borrower may (X) elect to have the remaining amount of such mandatory prepayment (if any) applied as an optional prepayment of the Term Loans in accordance with Section 4.4(a) or (Y) retain such amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (ii) through and including 4.4(b)(v)(iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment (or commitment reductions, as applicable) under this Section 4.4 shall be applied as follows: (A) first first, if such prepayment occurs prior to reducethe Initial Delayed Draw Term Loan Funding Date, in inverse order to permanently reduce the unfunded Delayed Draw Term Loan Commitment, (B) second, if such prepayment occurs on or after the Initial Delayed Draw Term Loan Funding Date, to reduce on a pro rata basis the Delayed Draw Term Loans pursuant to Section 4.3, (C) third, to the extent of maturityany excess, to reduce on a pro rata basis the remaining scheduled principal installments of the Additional Term Loans (if any) pursuant to Section 4.3, and (BD) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andfourth, to the extent of any prepayments made further excess (excluding any prepayment required pursuant to Section 4.4(b)(iii4.4(b)(iv), in which case, this clause (D) shall be skipped and the amount of such required prepayment shall constitute an excess amount subject to application in accordance with the following clause (E)), to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under Commitment until the Revolving Credit Facility, or Commitment has been reduced to $25,000,000 and (bE) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and thenfifth, to the extent of any remaining fundsfurther excess, to repay outstanding Revolving Credit Loans (without any corresponding permanent reduction of the Borrower. No prepayment or repayment Revolving Credit Commitment), pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement2.4(c). Amounts prepaid under the Term Loans Loan pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitmentreborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof5.9.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(v)(iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4 shall be applied as follows: first, ratably between the Term B-12 Loans and (Aunless otherwise agreed to by the applicable Incremental Lenders) first any Incremental Term Loans and second, to reducethe extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in inverse the Revolving Credit Commitment. Each such prepayment of the Term B-12 Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Term B-12 Loans pursuant to Section 4.3and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and (B) second then to the extent bullet payment due on the Term Loan Maturity Date. Proceeds of any excess (the "Excess Proceeds"), Refinancing Debt shall be applied solely to prepay the aggregate outstanding amounts under the each applicable Class of Term Loans and/or Revolving Credit Facility andLoans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that areis secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent of any prepayments made pursuant to Section 4.4(b)(iii)required thereby, to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its a pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans basis in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent respective outstanding principal amounts of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereofRefinancing Notes or Incremental Equivalent Indebtedness as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v4.4(b)(vi), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment under this Section 4.4 4.4(b) shall be applied as follows: (A) first first, to reduce, reduce in inverse order of maturity, maturity the remaining scheduled principal installments of the Term Loans pursuant to Section 4.3, and (Bii) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andsecond, to the extent of any prepayments made pursuant to Section 4.4(b)(iii)excess, to reduce permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding 2.6(b). Amounts repaid under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts 4.3 or prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding anything in this Section 4.4 to the contrary, any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to temporarily reduce the Revolving Credit Loans, and then, to the extent of any remaining funds, the Borrower may elect to (a) prepay the outstanding Term Loans in the manner set forth in this Section 4.4 regardless of the election of the Term Loan Lender or (b) retain such excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(v)or (ii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment of the Loans under this Section 4.4 shall be applied as follows: (A) first subject to reducethe Intercreditor Agreement, in inverse order of maturity, ratably between the Initial Term Loans and any Incremental Term Loans to reduce on a pro rata basis the remaining scheduled principal installments of the Initial Term Loans and as determined by the Borrower and the applicable Incremental Lenders to reduce the remaining scheduled principal installments of any Incremental Term Loans) pursuant to Section 4.34.3 (it being understood that the minimum amounts and increments set forth in Section 4.4 shall not apply to prepayments under this Section 4.4(b)). For the avoidance of doubt, the Borrower shall be permitted to apply Net Cash Proceeds from any Asset Disposition or any Insurance and (B) second Condemnation Event to repay, prepay redeem, purchase or otherwise acquire the extent Term Loan First Lien Percentage of the Term Loans and other Pari Passu Lien Indebtedness using the balance of the Net Cash Proceeds at any excess (time without waiting for the "end of the reinvestment period and determining Excess Proceeds"), to prepay . Pending the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) final application of any such mandatory prepayment at which time Net Cash Proceeds, the remaining amount shall be applied first, to Borrower or its Subsidiaries may temporarily reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations revolving indebtedness under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction revolving debt facility or otherwise invest such Net Cash Proceeds in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereofcash or Cash Equivalents.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(v)(iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment of the Loans under clauses (i) through and including (iv) of this Section 4.4 shall be applied as follows: first, ratably between the Term B-1 Loans and (Aunless otherwise agreed to by the applicable Incremental Lenders) first any Incremental Term Loans and second, to reducethe extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in inverse the Revolving Credit Commitment. Each such prepayment of the Term B-1 Loans and any Incremental Term Loans shall be applied to reduce on a pro rata basis the next eight remaining scheduled amortization payments in direct order of maturity, then to the remaining scheduled principal installments of the Term B-1 Loans pursuant to Section 4.3and Incremental Term Loans (excluding the bullet payment due on the Term Loan Maturity Date), and (B) second then to the extent bullet payment due on the Term Loan Maturity Date. Proceeds of any excess (the "Excess Proceeds"), Refinancing Debt shall be applied solely to prepay the aggregate outstanding amounts under the each applicable Class of Term Loans and/or Revolving Credit Facility andLoans subject to such Refinance. Notwithstanding the foregoing, with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes that are secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent of any prepayments made pursuant to Section 4.4(b)(iii)required thereby, to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its a pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans basis in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent respective outstanding principal amounts of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereofRefinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v4.4(b)(iv), the Borrower Company, on behalf of the Borrowers, shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment under this Section 4.4 4.4(b) shall be applied as follows: (A) first first, to reduce, reduce the outstanding principal balance of the Term Loans on a pro rata basis between the Initial Term Loans and the Additional Term Loans to reduce in inverse order of maturitymaturity the remaining amortization payments of the Initial Term Loans and the Additional Term Loans pursuant to Section 4.3 and second, to the extent of any excess, to repay the outstanding principal balance of the Revolving Credit Loans pursuant to Section 2.4(d) and to reduce permanently the Revolving Credit Commitment pursuant to Section 2.6(b); provided that any Term Loan Lender may elect to have its pro rata share (based on its Term Loan Percentage) of any mandatory prepayment under Section 4.4(b) be applied first to the outstanding balance of the Revolving Credit Loans in accordance with Section 2.4(e) (any such election, a "Payment Refusal"); provided further that if Additional Excess Refused Proceeds remain after the prepayment of the Term Loans in accordance with this Section 4.4(b)(v) and the prepayment of the Revolving Credit Loans in accordance with Section 2.4(e), the amount of such Additional Excess Refused Proceeds shall be reapplied to the pro rata share of any Term Loan Lenders that have made a Payment Refusal election (which repayment such Term Loan Lenders may not refuse) and to reduce in inverse order of maturity the remaining scheduled principal installments amortization payments of the Term Loans pursuant to Section 4.3, and (B) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any . Any such Term Loan Lender shall have that makes a Payment Refusal shall, no later than 11:00 a.m. (Charlotte time) two (2) Business Days preceding the right to refuse its pro rata share (based on Term Loan Percentage) of date specified for any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under Loans, notify the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction Administrative Agent in writing of such Term Loan Commitmentelection. Each prepayment under this Section shall be accompanied by any amount payment required to be paid pursuant to under Section 5.9 hereof5.9.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment under this Section 4.4 shall be applied as follows: (A) first FIRST to reduce, in inverse order of maturity, the remaining scheduled principal installments of the Term Loans (with respect to any such outstanding Term Loans, PRO RATA on the basis of the original aggregate funded amount thereof among the Initial Term Loans and, if applicable, the Additional Term Loans) pursuant to Section 4.3, and (B) second SECOND to the extent of any excess (the "Excess ProceedsEXCESS PROCEEDS"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; providedPROVIDED, howeverHOWEVER, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facilitythat, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any each Lender having a Term Loan Lender Commitment shall have the right to refuse its pro rata PRO RATA share (based on its respective applicable Term Loan Percentage) of any such mandatory prepayment (excluding prepayments made pursuant to Section 4.4(b)(iii)) at which time the remaining amount shall be applied firstFIRST, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B4.4(b)(vi)(B), and thenTHEN, to the extent of any remaining funds, to the Borrower; PROVIDED that, if at the time of such prepayment there are no outstanding Revolving Credit Loans, the Borrower may (X) elect to have the remaining amount of such mandatory prepayment (if any) applied as an optional prepayment of the Term Loans in accordance with Section 4.4(a) or (Y) retain such amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. 27 Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 5.11 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v4.4(b)(vii), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment under this Section 4.4 4.4(b) shall be applied as follows: (A) first first, to reduce, reduce in inverse order of maturity, maturity the remaining scheduled principal installments of the Term Loans pursuant to Section 4.3, and (Bii) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andsecond, to the extent of any prepayments made pursuant to Section 4.4(b)(iii)excess, to reduce permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding 2.6(b). Amounts repaid under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts 4.3 or prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding anything in this Section 4.4 to the contrary, except with respect to any mandatory prepayment under Section 4.4(b)(vii), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to temporarily reduce the Revolving Credit Loans, and then, to the extent of any remaining funds, the Borrower may elect to (a) prepay the outstanding Term Loans in the manner set forth in this Section 4.4 regardless of the election of the Term Loan Lender or (b) retain such excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment under this Section 4.4 4.4(b) shall be applied as follows: (A) first first, to reduce, reduce in inverse order of maturity, maturity the remaining scheduled principal installments of the Term Loans (pro rata among the Initial Term Loans and the Additional Term Loans), pursuant to Section 4.3, 4.3 and (B) second to second, in the extent case of any excess a prepayment under clauses (the "Excess Proceeds"i), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and(ii), (iii) or (iv) above only, to the extent of any prepayments made pursuant to Section 4.4(b)(iii)excess, to reduce permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under 2.6(b). Notwithstanding anything in this Section 4.4 to the Revolving Credit Facility)contrary, any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to temporarily reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B)Loans, and then, to the extent of any remaining funds, the Borrower may elect to (a) prepay the Borroweroutstanding Term Loans in the manner set forth in this Section 4.4 regardless of the election of the Term Loan Lender or retain such excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the a mandatory prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(vor commitment reduction pursuant to this Section 2.05(b), the Borrower shall promptly deliver a Notice notice of Prepayment prepayment or commitment reduction to the Administrative Agent Agent, and upon receipt of such notice, the Administrative Agent shall promptly so notify each the Lenders. Any prepayment or commitment reduction required under this Section 2.05(b) shall be made or become effective within three (3) Business Days after the date of receipt of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)applicable Net Cash Proceeds. Each prepayment or commitment reduction under this Section 4.4 2.05(b) shall be applied as follows: (A) first first, to reduceratably prepay the Total Drop-Down Outstandings and the Total RMP Outstandings, in inverse order of maturityif any, the remaining scheduled principal installments of the Term Loans pursuant to Section 4.3until such Total Drop-Down Outstandings and Total RMP Outstandings have been fully repaid, and (B) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andsecond, to the extent of any prepayments made pursuant to Section 4.4(b)(iii)excess, to prepay any Class of Loans or permanently reduce any Class of Commitments as specified by the Revolving Credit Commitment; provided, however, that (a) Borrower in the applicable notice of prepayment or commitment reduction or otherwise on or prior to the extent date on which such prepayment or commitment reduction is required to occur. In the event that there the Borrower does not so specify how such prepayments or commitment reductions are any to be applied, such amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce ratably prepay the Revolving Credit Loans in accordance with Total Drop-Down Outstandings and the foregoing Section 4.4(b)(vii)(B)Total RMP Outstandings, if any, until such Total Drop-Down Outstandings and Total RMP Outstandings have been fully repaid, second, to prepay the Total General Outstandings, if any, until such General Outstandings have been fully repaid, and thenthird, to in the extent event that all outstanding Loans have been prepaid, (x) except in the case of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent commitment reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof2.05(b)(iv), to ratably reduce the remaining Commitments of each Class and (y) in the case of a commitment reduction required pursuant to Section 2.05(b)(iv), to reduce any remaining General Commitments (and any excess required commitment reduction remaining after the General Commitments have been reduced to zero shall be applied to ratably reduce the remaining Commitments of each other Class).

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(v)(iv) above, the applicable Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment of the Loans under this Section 4.4 shall be applied as follows: first, ratably between the Initial Term Loan and any Incremental Term Loans to reduce on a pro rata basis (A) first applied to reduce, in inverse order of maturity, reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans pursuant to Section 4.3, on a pro rata basis) and (Bii) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andsecond, to the extent of any prepayments made excess, to repay the Revolving Credit Loans pursuant to Section 4.4(b)(iii2.4(d), to permanently reduce without a corresponding reduction in the Revolving Credit Commitment; provided. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, howeverwith respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that is secured by the Collateral on a pari passu basis (a) at a purchase price no greater than par plus accrued and unpaid interest), to the extent that there are any amounts outstanding under the Revolving Credit Facilityrequired thereby, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its a pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans basis in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent respective outstanding principal 72 146960219_6 165457743_4 amounts of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereofRefinancing Notes or Incremental Equivalent Indebtedness as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v4.4(b)(vi), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment under this Section 4.4 Sections 4.4(b)(i) through and including 4.4(b)(v) shall be applied as follows: (A) first first, to reduce, in inverse order of maturity, reduce the remaining scheduled quarterly principal repayment installments of the Term Loans pursuant to Section 4.3, Loan on a pro rata basis and (B) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andsecond, to the extent of any prepayments made excess, to temporarily prepay the Revolving Credit Loans pursuant to Section 4.4(b)(iii2.4(c), to permanently reduce the Revolving Credit Commitment; provided, however, that (a. Each prepayment under Section 4.4(b)(vi) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied as follows: first, to reduce the Revolving Credit Loans remaining scheduled quarterly principal installments of the Term Loan set forth in accordance with Section 4.3 in either direct order of maturity, inverse order of maturity or on a pro rata basis, as directed by the foregoing Section 4.4(b)(vii)(B), Borrower and thensecond, to the extent of any remaining fundsexcess, to temporarily prepay the Borrower. No prepayment or repayment Revolving Credit Loans pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement2.4(c). Amounts repaid under the Term Loan pursuant to Section 4.3 or prepaid under the Term Loans Loan pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding anything in this Section 4.4 to the contrary, any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment, at which time the remaining amount shall be applied first, to temporarily reduce the Revolving Credit Loans, and then, to the extent of any remaining funds, the Borrower may elect to (a) prepay the outstanding Term Loan in the manner set forth in this Section 4.4 regardless of the election of the Term Loan Lender or (b) retain such excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower’s obligations under any Hedging Agreement.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment under this Section 4.4 shall be applied as follows: (A) first FIRST to reduce, in inverse order of maturity, the remaining scheduled principal installments of the Term Loans pursuant to Section 4.3, and (B) second SECOND to the extent of any excess (the "Excess ProceedsEXCESS PROCEEDS"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; providedPROVIDED, howeverHOWEVER, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata PRO RATA share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied firstFIRST, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(v)(iv) above, the applicable Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment of the Loans under this Section 4.4 shall be applied as follows: first, ratably between the Initial Term Loan and any Incremental Term Loans to reduce on a pro rata basis (A) first applied to reduce, in inverse order of maturity, reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans pursuant to Section 4.3, on a pro rata basis) and (Bii) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andsecond, to the extent of any prepayments made excess, to repay the Revolving Credit Loans pursuant lxix 165457743_4174358596_2 to Section 4.4(b)(iii2.4(d), to permanently reduce without a corresponding reduction in the Revolving Credit Commitment; provided. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, howeverwith respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that is secured by the Collateral on a pari passu basis (a) at a purchase price no greater than par plus accrued and unpaid interest), to the extent that there are any amounts outstanding under the Revolving Credit Facilityrequired thereby, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its a pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans basis in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent respective outstanding principal amounts of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereofRefinancing Notes or Incremental Equivalent Indebtedness as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event ------------------------- triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v4.4(b)(iv), the Borrower Company, on behalf of the Borrowers, shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment under this Section 4.4 4.4(b) shall be applied as follows: (A) first first, ----- to reduce, reduce the outstanding principal balance of the Term Loans on a pro rata --- ---- basis between the Term A Loans and the Term B Loans and to reduce in inverse order of maturity, maturity the remaining scheduled principal installments amortization payments of the Term A Loans and the Term B Loans pursuant to Section 4.3, 4.3 and (Bii) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andsecond, to the extent of any prepayments made ------ excess, to repay the outstanding principal balance of the Revolving Credit Loans pursuant to Section 4.4(b)(iii), 2.4(d) and to reduce permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering Commitment pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility2.6(b), ; provided that any Term B Loan Lender shall may -------- elect to have the right to refuse its pro rata share (based on its Term B Loan Percentage) of any such mandatory prepayment at which time under Section 4.4(b)(iv) be applied first to the outstanding balance of the Term A Loans and to reduce the remaining amount shall be applied firstscheduled installments of the Term A Loans in the inverse order of maturity thereof and then to Revolving Credit Loans in accordance with Section 2.4(e) (any such election, to reduce a "Payment Refusal"); provided further that if Additional Excess -------- ------- Refused Proceeds remain after the prepayment of the Term A Loans in accordance with this Section 4.4(b)(v) and the prepayment of the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B2.4(e), and then, the amount of such Additional Excess Refused Proceeds shall be reapplied to the extent pro rata share of any Term B Loan Lenders that have made a Payment Refusal election (which repayment such Term B Loan Lenders may not refuse) and to reduce in inverse order of maturity the remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any amortization payments of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term B Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in 4.3. Any such Term B Loan CommitmentLender that makes a Payment Refusal shall, no later than 11:00 a.m. (Charlotte time) two (2) Business Days preceding the date specified for any prepayment of the Loans, notify the Administrative Agent in writing of such election. Each prepayment under this Section shall be accompanied by any amount payment required to be paid pursuant to under Section 5.9 hereof5.9.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(v)(iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment of the Term Loans under this Section 4.4 shall be applied as follows: ratably between the Initial Term Loans and (Ato the extent required thereby) first any Incremental Term Loans to reduce, reduce on a pro rata basis within each tranche the next twelve scheduled principal installments thereof in inverse direct order of maturity, maturity and then to the remaining scheduled principal installments thereof on a pro rata basis. Proceeds of the any Refinancing Term Loans pursuant to Section 4.3, and (B) second to the extent of any excess (the "Excess Proceeds"), or Refinancing Notes shall be applied solely to prepay each applicable Class of Term Loans so refinanced. Notwithstanding the aggregate outstanding amounts under the Revolving Credit Facility andforegoing, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; provided, however, that (aA) to the extent that there any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans are any amounts outstanding under made, the Revolving Credit Facility, or (b) with respect to application of prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment clause (v) shall be accompanied made on a pro rata basis among the Term Loans, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (except to the extent that any applicable Refinancing Amendment provides that the Class of Term Loans made thereunder shall be entitled to less than pro rata treatment) and (B) with respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and purchase any Refinancing Notes that are secured by any amount the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to the extent required to be paid pursuant to Section 5.9 hereofthereby, on a pro rata basis in accordance with the respective outstanding principal amounts of the Term Loans and such Refinancing Notes as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i) through and including 4.4(b)(v), the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment under this Section 4.4 4.4(b) shall be applied as follows: (A) first first, to reduce, reduce in inverse order of maturity, maturity the remaining scheduled principal installments of the Term Loans (pro rata among the Initial Term Loans, the Supplemental Term Loans and the Additional Term Loans), pursuant to Section 4.3, 4.3 and (B) second to second, in the extent case of any excess a prepayment under clauses (the "Excess Proceeds"i), to prepay the aggregate outstanding amounts under the Revolving Credit Facility and(ii), (iii) or (iv) above only, to the extent of any prepayments made pursuant to Section 4.4(b)(iii)excess, to reduce permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under the Revolving Credit Facility, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under 2.6(b). Notwithstanding anything in this Section 4.4 to the Revolving Credit Facility)contrary, any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to temporarily reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B)Loans, and then, to the extent of any remaining funds, the Borrower may elect to (a) prepay the Borroweroutstanding Term Loans in the manner set forth in this Section 4.4 regardless of the election of the Term Loan Lender or (b) retain such excess amount. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (ii) through and including 4.4(b)(v)(v) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment (or commitment reductions, as applicable) under this Section 4.4 shall be applied as follows: (A) first first, if such prepayment occurs prior to reducethe Delayed Draw Term Loan Funding Date, in inverse order of maturityto permanently reduce the unfunded Delayed Draw Term Loan Commitment, (B) second, if such prepayment occurs on or after the Delayed Draw Term Loan Funding Date, to reduce on a pro rata basis the remaining scheduled principal installments of the Delayed Draw Term Loans Loan pursuant to Section 4.3, and (BC) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andthird, to the extent of any prepayments made excess, to reduce on a pro rata basis the remaining scheduled principal installments of the Additional Term Loans (if any) pursuant to Section 4.4(b)(iii4.3 (excluding any prepayment required pursuant to Section 4.4(b)(ii) resulting from the borrowing of any Additional Term Loans, in which case, this clause (C) shall be skipped and the amount of such required prepayment shall constitute an excess amount subject to application in accordance with the following clauses (D) and (E)), (D) fourth, to the extent of any further excess (excluding any prepayment required pursuant to Section 4.4(b)(ii) or Section 4.4(b)(v), in which case, this clause (D) shall be skipped and the amount of such required prepayment shall constitute an excess amount subject to application in accordance with the following clause (E)), to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any amounts outstanding under Commitment until the Revolving Credit Facility, or Commitment has been reduced to $25,000,000 and (bE) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B), and thenfifth, to the extent of any remaining fundsfurther excess, to repay outstanding Revolving Credit Loans (without any corresponding permanent reduction of the Borrower. No prepayment or repayment Revolving Credit Commitment), pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement2.4(c). Amounts prepaid under the Term Loans Loan pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitmentreborrowed. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof5.9.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(iclauses (i) through and including 4.4(b)(v)(iv) above, the applicable Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each the Lenders. Each 146960219_6 prepayment of the Lenders by telecopier (or by telephone promptly confirmed by telecopier). Each prepayment Loans under this Section 4.4 shall be applied as follows: first, ratably between the Initial Term Loan and any Incremental Term Loans to reduce on a pro rata basis (A) first applied to reduce, in inverse order of maturity, reduce the remaining scheduled principal installments of the Initial Term Loan and any Incremental Term Loans pursuant to Section 4.3, on a pro rata basis) and (Bii) second to the extent of any excess (the "Excess Proceeds"), to prepay the aggregate outstanding amounts under the Revolving Credit Facility andsecond, to the extent of any prepayments made excess, to repay the Revolving Credit Loans pursuant to Section 4.4(b)(iii2.4(d), to permanently reduce without a corresponding reduction in the Revolving Credit Commitment; provided. Proceeds of any Refinancing Debt shall be applied solely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans subject to such Refinance. Notwithstanding the foregoing, howeverwith respect to any Net Cash Proceeds from any Asset Disposition or Insurance and Condemnation Event, the applicable Borrower may prepay Term Loans and prepay or purchase any Refinancing Notes or Incremental Equivalent Indebtedness that is secured by the Collateral on a pari passu basis (a) at a purchase price no greater than par plus accrued and unpaid interest), to the extent that there are any amounts outstanding under the Revolving Credit Facilityrequired thereby, or (b) with respect to prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(ii) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facility), any Term Loan Lender shall have the right to refuse its a pro rata share (based on Term Loan Percentage) of any such mandatory prepayment at which time the remaining amount shall be applied first, to reduce the Revolving Credit Loans basis in accordance with the foregoing Section 4.4(b)(vii)(B), and then, to the extent respective outstanding principal amounts of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereofRefinancing Notes or Incremental Equivalent Indebtedness as of the time of the applicable Asset Disposition or Insurance and Condemnation Event.

Notice; Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under Sections 4.4(b)(i4.5(c)(i) through and including 4.4(b)(v4.5(c)(v), the Borrower Borrowers shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify each of the Lenders by telecopier (or by telephone promptly confirmed by telecopier)Lenders. Each prepayment under this Section 4.4 4.5(c) shall be applied as follows: (A) first FIRST, to reduceall accrued and unpaid interest on the Term D Loans, in inverse order of maturityon a PRO RATA basis; SECOND, to the remaining scheduled outstanding principal installments of the Term D Loans pursuant on a PRO RATA basis; THIRD, to Section 4.3any outstanding Term C Loan Deferred Interest, on a PRO RATA basis; and (B) second FOURTH, to the extent of any excess (such excess, the "Excess ProceedsEXCESS PROCEEDS"), to prepay PRO RATA among the aggregate outstanding amounts under the Revolving Credit Facility and, to the extent of any prepayments made pursuant to Section 4.4(b)(iii), to permanently reduce the Revolving Credit Commitment; provided, however, that (a) to the extent that there are any principal amounts outstanding under in reverse order of maturity of the Term A Loan Facility, the Term B Loan Facility, the Term C Facility and the Revolving Credit Facility, or applied (bA) with respect to in the case of prepayments resulting from any equity securities offering pursuant to Section 4.4(b)(iiarising under Sections 4.5(c)(i) consummated on or before December 31, 2001 (regardless of whether there are amounts outstanding under the Revolving Credit Facilityand 4.5(c)(ii), in inverse order of maturity to the remaining scheduled principal installments (or, as applicable, interest) in respect thereof and (B) in the case of prepayments arising under Section 4.5(c)(iii), 4.5(c)(iv) and 4.5(c)(v), PRO RATA to the remaining scheduled principal installments (or applicable interest) in respect thereof; PROVIDED, that any Term Loan B Lender shall or Term C Lender may elect to have the right to refuse its pro rata PRO RATA share (based on its Term B Loan Percentage or Term C Loan Percentage, as applicable) of any such mandatory prepayment at which time the remaining amount shall under Section 4.5(c)(vi) (any such amount, "REFUSED PROCEEDS") be applied firstto, to reduce the Term A Loan Facility and the Revolving Credit Loans in accordance with the foregoing Section 4.4(b)(vii)(B)Facility as set forth below (any such election, and then, to the extent of any remaining funds, to the Borrower. No prepayment or repayment pursuant to this Section 4.4 shall affect any of the Borrower's obligations under any Hedging Agreement. Amounts prepaid under the Term Loans pursuant to this Section 4.4 may not be reborrowed and will constitute a permanent reduction in such Term Loan Commitment. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof."PAYMENT REFUSAL"):