Common use of Notice of Prepayment; Application of Prepayments Clause in Contracts

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice (including by email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (followed by written confirmation) or written notice (including by email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L (i) in the case of prepayment of a Eurodollar Term SOFR Borrowing, not later than 11:30 a.m., New York City time, three (3) U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (iiiii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iiiiv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline LenderLenders) by written notice telephone (including confirmed by emailtelecopy) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:30 a.m.12:00 noon, Local Time (or such later time as the Administrative Agent may agree)Dallas, Texas time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (Borrowing or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local TimeDallas, (or such later time as the Administrative Agent may agree)Texas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the Class and the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.08, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is revoked in accordance with Section 2.08; provided, further, that the Borrower may rescind any such prepayment notice for a Revolving Loan or the Term Loan, or both, if such notice stated in writing that it was conditioned on the occurrence of a specified event and such event shall not satisfiedhave occurred. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied to installments due under the Term Loan in the order of maturity. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.12 and (ii) break funding payments to the extent required by Section 2.15.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent by telephone (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) confirmed by written notice (including by emailfacsimile) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder, (i) in the case of a prepayment of a Eurodollar Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), a.m. three (3) Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), a.m. on the date of the prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, date and the principal amount of each Borrowing or portion thereof to be prepaid andprepaid, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.5, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.5. Promptly following receipt of any such notice (other than relating to a notice relating solely to Swingline Loans)Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an integral multiple of $1,000,000 and not less than $5,000,000 (or, if the outstanding principal balance of the applicable Borrowing is less than such minimum amount, then such lesser outstanding principal balance); provided that if, as a result of any ABR Borrowing to reimburse an LC Disbursement pursuant to Section 2.9(e), the aggregate principal amount of all ABR Borrowings is not an integral multiple of $1,000,000, then any prepayment of ABR Borrowings shall be in an amount that would will cause the aggregate principal amount of all ABR Borrowings to be permitted in the case an integral multiple of an advance $1,000,000. Each prepayment of a Borrowing of shall be applied ratably to the same Type as provided Loans included in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepaymentprepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.133.1 and, if applicable, shall be subject to the provisions of Section 3.6. Notwithstanding any provision of this Section 2.7(c) to the contrary, if any Lender becomes a Defaulting Lender, then the provisions of Section 2.11 shall apply for so long as such Lender is a Defaulting Lender.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by telecopy or email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L (i) in the case of prepayment of a Eurodollar Eurocurrency Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by emailtelecopy) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:30 a.m.12:00 noon, Local Time (or such later time as the Administrative Agent may agree)Dallas, Texas time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (Borrowing or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local TimeDallas, (or such later time as the Administrative Agent may agree)Texas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.08, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is revoked in accordance with Section 2.08; provided, further, that the Borrower may rescind any such notice if such notice stated in writing that it was conditioned on the occurrence of a specified event and such event shall not satisfiedhave occurred. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by emailtelecopy) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:30 11:00 a.m., Local Time Houston, Texas time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 11:00 a.m., Local Time Houston, Texas time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local TimeHouston, Texas time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.08, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by telecopy or email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L (i) in the case of prepayment of a Eurodollar Eurocurrency Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), (x) in the case of any such prepayment made on or within one (1) Business Day of the Recapitalization Date, on the same day and (y) otherwise, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by telecopy or email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing or CDOR Rate Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of Loans pursuant to this Section shall be applied ratably to each Class of Loans prepaid in connection with this Section. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Prepayments of Term Loans shall be applied (i) in the case of prepayments pursuant to Section 2.11(a), to the scheduled installments thereof as elected by the applicable Borrower and (ii) in the case of prepayments pursuant to Section 2.11(c) or (d), first, to the next four scheduled installments thereof in direct order of maturity and second, pro rata based on the principal amount of each installment.

Notice of Prepayment; Application of Prepayments. The Company or other applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline LenderLenders) by written notice telephone (including confirmed by emailfax) or, with respect to Foreign Currency Borrowings, in writing, of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Fixed Rate Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Dallas, Texas time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Dallas, Texas time, one (1) Business Day before the date of prepayment or prepayment, (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local TimeDallas, Texas time, and (or such iv) in the case of prepayment of any Foreign Currency Loan not later time as than 9:30 a.m., the Administrative Agent may agree)applicable Foreign Currency Office time, three Business Days on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.08, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12. The application of any prepayment of the Loans, to the extent such prepayments are in the correct currency, shall be applied first to ABR Loans and then to Fixed Rate Loans in the order of the maturing Interest Periods starting with the closest maturity.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by telecopy or email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing or CDOR Rate Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of CREDIT AGREEMENT, Page 50 prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of the consummation of any acquisition or disposition or the effectiveness of other transactionscredit facilities, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of Loans pursuant to this Section shall be applied ratably to each Class of Loans prepaid in connection with this Section. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Prepayments of Term Loans shall be applied first, to the next four scheduled installments thereof in direct order of maturity and second, pro rata based on the principal amount of each installment.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline LenderLenders) by written notice telephone (including confirmed by emailtelecopy or electronic mail) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:30 a.m.12:00 noon, Local Time (or such later time as the Administrative Agent may agree)Dallas, Texas time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (Borrowing or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local TimeDallas, (or such later time as the Administrative Agent may agree)Texas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the Class and the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.08, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is revoked in accordance with Section 2.08; provided, further, that the Borrower may rescind any such prepayment notice for a Revolving Loan or the Term Loan, or both, if such notice stated in writing that it was conditioned on the occurrence of a specified event and such event shall not satisfiedhave occurred. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied to installments due under the Term Loan in the order of maturity. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.12 and (ii) break funding payments to the extent required by Section 2.15.

Notice of Prepayment; Application of Prepayments. The applicable Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by emailtelecopy or other electronic transmission approved by the Administrative Agent) or, with respect to Available Currency Borrowings, in writing, of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar or a CDOR Rate Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Chicago, Illinois time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing or a Canadian Prime Rate Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Chicago, Illinois time, one (1) Business Day before the date of prepayment or prepayment, (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local TimeChicago, Illinois time, on the date of prepayment, (or such iv) in the case of prepayment of a Sterling Borrowing, not later time as than 9:30 a.m., London, England time, two Business Days before the Administrative Agent may agree)date of prepayment and (v) in the case of prepayment of any other type of Available Currency Loan, on not later than 9:30 a.m. London England time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Revolving Commitments, Available Currency Commitments and Canadian Currency Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.08, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Optional prepayments of the Term Loans will be applied to the installments due thereunder in the order of maturity. Mandatory prepayments of the Term Loans will be applied to the installments due thereunder in the inverse order of maturity.

Notice of Prepayment; Application of Prepayments. The Company or other applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline LenderLenders) by written notice telephone (including confirmed by emailtelecopy) or, with respect to Foreign Currency Borrowings, in writing, of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Fixed Rate Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Dallas, Texas time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Dallas, Texas time, one (1) Business Day before the date of prepayment or prepayment, (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local TimeDallas, Texas time, and (or such iv) in the case of prepayment of any Foreign Currency Loan not later time as than 9:30 a.m., the Administrative Agent may agree)applicable Foreign Currency Office time, three Business Days on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.08, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12. The application of any prepayment of the Loans, to the extent such prepayments are in the correct currency, shall be applied first to ABR Loans and then to Fixed Rate Loans in the order of the maturing Interest Periods starting with the closest maturity.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by telecopy or email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of optional prepayment of a Eurodollar Borrowing or CDOR Rate Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of optional prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of optional prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial optional prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary . Each prepayment of Loans pursuant to apply fully the this Section shall be applied ratably to each Class of Loans required amount of a mandatory prepaymentto be prepaid in connection with this Section. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Notice of Prepayment; Application of Prepayments. The applicable Borrower Representative shall notify the Administrative Agent by telephone (and, in confirmed by telecopy or other electronic transmission approved by the case of prepayment of a Swingline Loan, Administrative Agent) or by electronic transmission approved by the Swingline Lender) by written notice (including by email) Administrative Agent of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Chicago, Illinois time, three (3) Business Days before the date of prepayment, prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Chicago, Illinois time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower Representative may state that such notice is conditioned upon the effectiveness of other transactionscredit facilities, in which case such notice of prepayment may be revoked by the applicable Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans)notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Optional prepayments of the Loans will be applied to the installments due thereunder in the order of maturity. Mandatory prepayments of the Loans will be applied to the installments due thereunder in the inverse order of maturity.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent by telephone (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) confirmed by written notice (including by emailfacsimile) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder, (i) in the case of a prepayment of a Eurodollar Term Benchmark Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), a.m. three (3) Business Days before the date of prepayment, prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), a.m. on the date of the prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, date and the principal amount of each Borrowing or portion thereof to be prepaid andprepaid, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.5, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.5. Promptly following receipt of any such notice (other than relating to a notice relating solely to Swingline Loans)Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an integral multiple of $1,000,000 and not less than $5,000,000 (or, if the outstanding principal balance of the applicable Borrowing is less than such minimum amount, then such lesser outstanding principal balance); provided that if, as a result of any ABR Borrowing to reimburse an LC Disbursement pursuant to Section 2.9(e), the aggregate principal amount of all ABR Borrowings is not an integral multiple of $1,000,000, then any prepayment of ABR Borrowings shall be in an amount that would will cause the aggregate principal amount of all ABR Borrowings to be permitted in the case an integral multiple of an advance $1,000,000. Each prepayment of a Borrowing of shall be applied ratably to the same Type as provided Loans included in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepaymentprepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.133.1 and, if applicable, shall be subject to the provisions of Section 3.6. Notwithstanding any provision of this Section 2.7(c) to the contrary, if any Lender becomes a Defaulting Lender, then the provisions of Section 2.11 shall apply for so long as such Lender is a Defaulting Lender.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by telecopy or email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of optional prepayment of a Eurodollar Borrowing or CDOR Rate Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of optional prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of optional prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial optional prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of Loans pursuant to this Section shall be applied ratably to each Class of Loans required to be prepaid in connection with this Section. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent by telephone (and, in confirmed by telecopy or other electronic transmission approved by the case of prepayment of a Swingline Loan, Administrative Agent) or by electronic transmission approved by the Swingline Lender) by written notice (including by email) Administrative Agent of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Fixed Rate Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)San Francisco, California time, three (3) Business Days before the date of prepayment, prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)San Francisco, California time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionscredit facilities, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans)notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.11. Optional prepayments of the Loans will be applied to the installments due thereunder in the order of maturity. Mandatory prepayments of the Loans will be applied to the installments due thereunder in the inverse order of maturity.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice (including by email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L J (i) in the case of prepayment of a Eurodollar SOFR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) U.S. Government Securities Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent by telephone (and, in confirmed by telecopy or other electronic transmission approved by the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice (including by emailAdministrative Agent) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:30 a.m.12:00 noon, Local Time (or such later time as the Administrative Agent may agree)New York City time, three (3) Business Days before the date of prepayment, prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m.12:00 noon, Local Time (or such later time as the Administrative Agent may agree)New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, that a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionscredit facilities or any other event, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans)notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Optional prepayments of the Loans will be applied to the installments due thereunder in the order of maturity.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by emailtelecopy) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing, a Synthetic L/C Borrowing or any other Term Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Houston, Texas time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Houston, Texas time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local TimeHouston, (or such later time as the Administrative Agent may agree)Texas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepaymentprepaid; provided that, if a notice of optional prepayment delivered of any Loan is given in connection with a conditional notice of termination of the Revolving Commitments and the Synthetic L/C Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.08, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial optional prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount . Each optional prepayment of a mandatory prepaymentBorrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Optional prepayments of the Term Loans will be applied to all the remaining installments due thereunder, each installment to be reduced by its pro rata portion of the amount of the prepayment, with an installment’s pro rata portion determined based on the principal amount of the installment. Mandatory prepayments of the Term Loans of a Lender who has accepted the offer of prepayment will be applied to all the remaining installments due to such Lender thereunder, each installment to be reduced by its pro rata portion of the amount of the prepayment, with an installment’s pro rata portion determined based on the principal amount of the installment.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent by telephone (and, in confirmed by telecopy or other electronic transmission approved by the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice (including by emailAdministrative Agent) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing, Borrowing not later than 11:30 a.m.12:00 noon, Local Time (or such later time as the Administrative Agent may agree)New York City time, three (3) Business Days before the date of prepayment, prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m.12:00 noon, Local Time (or such later time as the Administrative Agent may agree)New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, that a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionscredit facilities or any other event, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans)notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Optional prepayments of the Loans will be applied to the installments due thereunder in the order of maturity.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline LenderLenders) by written notice telephone (including confirmed by emailtelecopy) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:30 a.m.12:00 noon, Local Time (or such later time as the Administrative Agent may agree)Dallas, Texas time, three (3) Business Days before the date SIXTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT, Page 38 of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (Borrowing or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local TimeDallas, (or such later time as the Administrative Agent may agree)Texas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the Class and the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.08, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is revoked in accordance with Section 2.08; provided, further, that the Borrower may rescind any such prepayment notice for a Revolving Loan or the Term Loan, or both, if such notice stated in writing that it was conditioned on the occurrence of a specified event and such event shall not satisfiedhave occurred. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied to installments due under the Term Loan in the order of maturity. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.132.12 and (ii) break funding payments to the extent required by Section 2.15.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (followed by written confirmation) or written notice (including by email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L (i) in the case of prepayment of a Eurodollar Eurocurrency Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice (including by email) of any optional prepayment under Section 2.11(a2.08(a) in the form attached hereto as Exhibit L C (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one two (12) Business Day Days before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans)notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.10.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by emailfacsimile) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder, (i) in the case of a prepayment of a Eurodollar Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree)New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree)New York City time, one (1) Business Day before on the date of the prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon11:30 a.m., Local Time, (or such later time as the Administrative Agent may agree)New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, date and the principal amount of each Borrowing or portion thereof to be prepaid andprepaid, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.6, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.6. Promptly following receipt of any such notice (other than relating to a notice relating solely to Swingline Loans)Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall under Section 2.8(a) shall, when added to the amount of each concurrent reduction of the Commitments and prepayment of Borrowings under such Sections, be in an amount that would be permitted in integral multiple of $1,000,000 and not less than $5,000,000 (or, if the outstanding principal balance of the Revolving Loans is less than such minimum amount, then such lesser outstanding principal balance, as the case of an advance may be). Each prepayment of a Borrowing of shall be applied ratably to the same Type as provided Loans included in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepaymentprepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.133.1. Notwithstanding any provision of this Section 2.8(c) to the contrary, if any Lender Cleco Corporation Credit Agreement becomes a Defaulting Lender, then the provisions of Section 2.11 shall apply for so long as such Lender is a Defaulting Lender.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by telecopy or email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:30 a.m., Local Time Chicago, Illinois time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time Chicago, Illinois time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local TimeChicago, Illinois time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionscredit facilities, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Prepayments of Term Loans shall be applied first, to scheduled installments thereof occurring within the next 12 months of such prepayment in direct order of maturity and second, pro rata based on the principal amount of each installment.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by telecopy or email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of optional prepayment of a Eurodollar Borrowing or CDOR Rate Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of optional prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of optional prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial optional prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary . Each prepayment of Loans pursuant to apply fully the this Section shall be applied ratably to each Class of Loans required amount of a mandatory prepaymentto be prepaid in connection with this Section. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. Prepayments of Term Loans pursuant to Section 2.11(a), (c) or (d) shall be applied to the scheduled installments as directed by the Parent Borrower (or, in the absence of direction from the Parent Borrower, to the remaining scheduled installments in respect of such Class of Term Loans in direct order of maturity). The amount of such prepayments shall be applied on a pro rata basis to the Class of Loans being prepaid irrespective of whether such outstanding Loans are ABR Loans, Canadian Prime Rate Loans, CDOR Rate Loans or Eurodollar Loans; provided that such mandatory prepayment shall be applied first to the then outstanding Loans that are ABR Loans or Canadian Prime Rate Loans, as applicable, and then to the then outstanding Loans that are CDOR Loans or Eurodollar Loans, as applicable, in a manner that minimizes the amount of any payments required to be made pursuant to Section 2.16.

Notice of Prepayment; Application of Prepayments. The Company or other applicable Borrower shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by emailtelecopy) or, with respect to Foreign Currency Borrowings, in writing, of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Fixed Rate Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Dallas, Texas time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 11:00 a.m., Local Time (or such later time as the Administrative Agent may agree)Dallas, Texas time, one (1) Business Day before the date of prepayment or prepayment, (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local TimeDallas, Texas time, and (or such iv) in the case of prepayment of any Foreign Currency Loan not later time as than 9:30 a.m., the Administrative Agent may agree)applicable Foreign Currency Office time, three Business Days on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment delivered is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactionsSection 2.08, in which case then such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.08. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall CREDIT AGREEMENT, Page 34 be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.132.12. The application of any prepayment of the Loans, to the extent such prepayments are in the correct currency, shall be applied first to ABR Loans and then to Fixed Rate Loans in the order of the maturing Interest Periods starting with the closest maturity.

Notice of Prepayment; Application of Prepayments. The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice telephone (including confirmed by telecopy or email) of any optional prepayment under Section 2.11(a) in the form attached hereto as Exhibit L hereunder (i) in the case of prepayment of a Eurodollar Borrowing or CDOR Rate Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:30 a.m., Local Time (or such later time as the Administrative Agent may agree), one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, (or such later time as the Administrative Agent may agree), on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, a notice of optional prepayment delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice of prepayment may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of Loans pursuant to this Section shall be applied ratably to each Class of Loans prepaid in connection with this Section. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.