Common use of Prepayment of Loans Clause in Contracts

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of by such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (db) In the event and on such occasion that on any Business Day the Revolving Exposure Limitations are exceeded for any reason, each Borrower shall immediately repay such of its outstanding Loans and/or Cash Collateralize such of the outstanding Letters of Credit issued for the account of such Borrower as shall be required to ensure that the Revolving Exposure Limitations would be satisfied on such date after giving effect to such prepayment and/or Cash Collateralization. (c) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower Representative shall notify the Applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender and in the case of a prepayment of Multicurrency Loans, with a copy to the Administrative Agent) by telephone (confirmed by telecopyfacsimile) of any prepayment of a Borrowing hereunder pursuant to paragraph (a) above not later than (i) 12:00 noon, Pacific time, (A) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing or CDOR Rate Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, or (iiB) in the case of prepayment of an ABR Revolving Borrowing or a Canadian Prime Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Class and Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.13.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided provided, that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.10(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.10(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (ai) Any BorrowerSubject to clause (b) below, or the Company on behalf of any Borrower, Lead Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans without premium or Contract Loans may be prepaid only with the consent of the Lenders making such Loanspenalty. (ii) Notwithstanding anything in any Loan Document to the contrary but subject to clause (b) If below, so long as no Default or Event of Default has occurred and is continuing, the aggregate Exposures shall exceed Borrower or any of its Subsidiaries may offer to prepay all or a portion of the aggregate Commitments, then (i) outstanding Term Loans on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of following basis: (A) the amount necessary Borrower or any of its Subsidiaries shall have the right to eliminate such excess (after giving effect to any other make a voluntary prepayment of Term Loans on at a discount to par (such dayprepayment, the “Discounted Term Loan Prepayment”) and pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(ii); provided that the Borrower or any of its Subsidiaries shall not initiate any action under this Section 2.11(a)(ii) in order to make a Discounted Term Loan Prepayment unless (BI) at least ten (10) Business Days shall have passed since the amount consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower or any of its Subsidiaries on the applicable Borrowings referred to in clause (i) Discounted Prepayment Effective Date; or (ii)II) at least three (3) Business Days shall have passed since the date the Borrower or any of its Subsidiaries were notified that no Term Lender was willing to accept any prepayment of any Term Loan and/or Other Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s or any of its Subsidiaries’ election not to accept any Solicited Discounted Prepayment Offers; provided, further, that each Lender participating in any Discounted Term Loan Prepayment acknowledges and agrees that in connection with such Discounted Term Loan Prepayment, (1) the Borrower then may have, and later may come into possession of, information regarding the Term Loans or the Loan Parties hereunder that is not known to such Lender and that may be material to a Eurocurrency Borrowingdecision by such Lender to participate in such Discounted Term Loan Prepayment (“Excluded Information”), (2) such Lender has independently and, without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such Discounted Term Loan Prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of the Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by Requirements of Law, any claims such Lender may have against the Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information; provided further that any Term Loan that is prepaid will be automatically and irrevocably cancelled. (1) Subject to the proviso to subsection (A) above, the Borrower or any of its Subsidiaries may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower or any of its Subsidiaries, to each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 11:00 a.m.5:00 p.m., New York City time, three on the third Business Days before Day after the date of delivery of such notice to the relevant Term Lenders (the “Specified Discount Prepayment Response Date”). (2) Each relevant Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, if so (such accepting Term Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (3) If there is at least one Discount Prepayment Accepting Lender, the Borrower or any of its Subsidiaries will make prepayment of outstanding Term Loans pursuant to this subsection (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to paragraph (2) above; provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro-rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower or any of its Subsidiaries and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower or any of its Subsidiaries of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (iiIII) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the case foregoing notices to the Borrower or any of its Subsidiaries and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower or any of its Subsidiaries shall be due and payable by the Borrower or any of its Subsidiaries on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below). (1) Subject to the proviso to subsection (A) above, the Borrower or any of its Subsidiaries may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with three (3) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower or any of its Subsidiaries, to each Term Lender and/or each Lender with respect to any Class of Loans on an ABR Borrowingindividual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by the Borrower or any of its Subsidiaries (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such solicitation by the Borrower or any of its Subsidiaries shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Term Lender to the Auction Agent (or its delegate) by no later than 11:00 a.m.5:00 p.m., New York City time, one on the third Business Day before after the date of delivery of such prepaymentnotice to the relevant Term Lenders (the “Discount Range Prepayment Response Date”). Each such notice relevant Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Term Lender is willing to allow prepayment date of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower or any of its Subsidiaries and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (C). The Borrower or any of its Subsidiaries agree to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following paragraph (3)) at the Applicable Discount (each such Lender, a “Participating Lender”). (3) If there is at least one Participating Lender, the Borrower or any of its Subsidiaries will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro-rata among the Identified Participating Lenders in accordance with the Submitted Amount of each Borrowing such Identified Participating Lender and the Auction Agent (in consultation with the Borrower or portion thereof any of its Subsidiaries and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the Borrower or any of its Subsidiaries of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination (II) each Term Lender of the Commitments as contemplated Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by Section 2.08(c), then the Auction Agent of the amounts stated in the foregoing notices to the Borrower or any of its Subsidiaries and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower or any of prepayment may its Subsidiaries shall be revoked if due and payable by such notice of termination is revoked Borrower on the Discounted Prepayment Effective Date in accordance with Section 2.08(csubsection (F) below (subject to subsection (J) below). Promptly following receipt . (1) Subject to the proviso to subsection (A) above, the Borrower or any of its Subsidiaries may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with three (3) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such noticesolicitation shall be extended, at the Administrative Agent shall advise the Lenders sole discretion of the contents thereof. Each partial prepayment Borrower or any of its Subsidiaries, to each Term Lender and/or each Lender with respect to any Borrowing Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate dollar amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the tranche or tranches of Term Loans that the Borrower or any of its Subsidiaries is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount that would be permitted not less than $1,000,000 and whole increments of $500,000 in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 excess thereof and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this SectionSection and payment of any amounts required under Section 2.16; provided that, unless that the applicable Borrowers and Lenders shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If In the event and on each occasion that the sum of the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for applicable to any Eurocurrency Borrowing, Revolving Borrowing and (ii) on any other date in the event any ABR Borrowings Revolving Borrowing or Swingline Borrowing shall be outstanding, the applicable Borrowers shall prepay Loans such Revolving Borrowing or Swingline Borrowing in an aggregate amount equal to the lesser of (A) the amount necessary of such Revolving Borrowing or Swingline Borrowing and (B) an amount sufficient to eliminate such excess. If, on any Reset Date, the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures shall exceed 105% of the aggregate Commitments then each applicable Borrower shall, not later than the next Business Day, prepay one or more Revolving Borrowings or Swingline Borrowings in an aggregate amount sufficient to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableover 105%. (c) If the Commitments are terminated pursuant to Section 2.09(a)(ii), the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable and the Borrowers hereby unconditionally promise to pay all such amounts on the day the Commitments are terminated. (d) Prior to any optional or mandatory prepayment of Borrowings hereunderBorrowings, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Sectionbelow. (de) The applicable Borrower, Borrower Agent or the Company on behalf of applicable Borrower shall, to the applicable Borrowerextent practicable, shall notify the Administrative Applicable Agent (and in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days (or, if the date of prepayment shall be the last day of the Interest Period applicable to such Borrowing, one Business Day) before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.13.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided thatprovided, unless however, that the applicable Borrowers and Lenders shall have otherwise agreed at make prepayments of the Loans from time to time such Loans were made, Competitive Loans that the Availability equals or Contract Loans may be prepaid only with the consent of the Lenders making such Loansexceeds zero at all times. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then The Borrowers (ior any Borrower) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, time three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR BorrowingBorrowing or a Swingline Loan, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given under the circumstances in connection with which a conditional notice of termination of the Commitments is permitted as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Borrowing, 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 2.022.02 (except that the foregoing shall not be applicable (i) to the extent that the payment is made from the operation of Borrowers’ controlled disbursement account maintained with the Administrative Agent, (ii) to a prepayment in full of the aggregate principal amount of a Borrowing then outstanding or (iii) to a prepayment of Loans required to be made pursuant to the proviso to paragraph (a) of this Section). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and 2.12. (c) Within three Business Days of (i) the sale or other disposition (including those arising from a Casualty Event) of any assets of the Borrowers or any of their Subsidiaries, (ii) break funding payments the consummation of the issuance of any equity interests of any Borrower or any Subsidiary (other than the issuance of Equity Interests by a Borrower or a Subsidiary to another Borrower or a Subsidiary or Equity Interests issued pursuant to any option or similar plans to employees of a Borrower or a subsidiary) or (iii) the consummation of the issuance of any debt securities of a Borrower or any Subsidiary (other than Indebtedness permitted pursuant to Section 2.146.01), the Borrowers shall make a mandatory prepayment of the Loans in an amount equal to 100% of the Net Proceeds received, any prepayment to be applied in accordance with subparagraph (d). (d) Each prepayment of Loans required by subsection (c) of this Section shall be made ratably among the Loans of the Lenders (including Swingline Loans), and such prepayments shall be made with respect to such Types of Loans as the Borrower may specify by notice to the Administrative Agent at or before the time of such prepayment and shall be applied to prepay the Loans comprising each such Type pro rata; provided that, if no such timely specification is given by the Borrower, such payment shall be allocated to such Type or Types as the Administrative Agent may determine.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless that the applicable Borrowers and Lenders shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans Loan or Contract Loans may be prepaid only with Negotiated Rate Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If If, on any Revaluation Date on or prior to the aggregate Exposures shall exceed Termination Date, the aggregate Total Credit Exposure exceeds 105% of the total Revolving Commitments, then the Company shall, not later than the third Business Day after the Company receives notice thereof from the Administrative Agent, prepay, or cause either or both Borrowers to prepay, without penalty or premium (i) on subject to Section 2.14), one or more Borrowings in an aggregate amount sufficient to reduce the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in Total Credit Exposure to an amount not exceeding the event ABR Borrowings shall be outstanding, total Revolving Commitments; provided that the applicable Borrowers shall not be required to prepay any Competitive Loans in an amount equal or Negotiated Rate Loans pursuant to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicablethis paragraph. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingRevolving Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. The Company shall notify the Administrative Agent and ▇.▇. ▇▇▇▇▇▇ Europe Limited by telephone (confirmed by telecopy) of any prepayment hereunder of a Eurocurrency Revolving Borrowing denominated in any Alternative Currency, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments Loans may state that such notice is conditioned upon the effectiveness of other credit facilities as contemplated by Section 2.08(c2.07(c), then in which case such notice of prepayment may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent or ▇.▇. ▇▇▇▇▇▇ Europe Limited, as applicable, shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Currency and Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.10(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.10(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers Section and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.13. (b) If In the aggregate Exposures shall exceed event and on each occasion that the aggregate Commitments, Aggregate Exposure exceeds the Aggregate Commitment then in effect (i) on the last day including as a result of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date reduction in the event ABR Borrowings shall be outstandingCommitments pursuant to Section 2.06), the applicable Borrowers Borrower shall promptly prepay Loans Borrowings in an aggregate amount equal to the lesser of (A) the amount necessary sufficient to eliminate such excess (after giving effect excess. If the Borrower fails to any other make such prepayment of Loans on such day) and (B) within three Business Days, the amount Agent shall, subject in each event to the terms of the applicable NBA Consent Letter, and is hereby authorized and directed by the Borrower to, without the necessity of any further approval or authorization of the Borrower, apply amounts then on deposit in the Collection Account to prepay Borrowings referred in an aggregate amount sufficient to in clause (i) or (ii), as applicableeliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile or electronic transmission) of any optional prepayment of a Borrowing and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such 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 (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.10.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time time, without premium or penalty (but subject to Section 2.16 and the following sentence), to prepay any Borrowing of such Borrower any Class in whole or in part, as selected and designated by the Borrower, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided . Each voluntary prepayment of any Loan pursuant to this Section 2.11(a) and mandatory prepayment pursuant to Section 2.11(e) shall be made without premium or penalty except that, unless in the event that prior to the date that is six (6) months after the earlier of (x) the Escrow Funding Date and (y) 61 days after the Closing Date, the Borrower makes any prepayment or repayment of Initial Term Loans as a result of a Repricing Transaction or any amendment to this Agreement to effectuate a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Borrowers Lenders of the Initial Term Loans, a prepayment premium in an amount equal to 1% of the amount of the Initial Term Loans being so prepaid, repaid or refinanced or the aggregate amount of the Initial Term Loans outstanding immediately prior to such amendment and Lenders otherwise subject to the Repricing Transaction, as applicable. Any such voluntary prepayment shall have otherwise agreed at be applied as specified in Section 2.10(b). Notwithstanding anything to the time such contrary in this Agreement, (x) after any Extension, the Borrower may voluntarily prepay any Borrowing of any Class of non-extended Term Loans were made, Competitive pursuant to which the related Extension Offer was made without any obligation to voluntarily prepay the corresponding Extended Term Loans or Contract may voluntarily prepay any Borrowing of any Extended Term Loans pursuant to which the related Extension Offer was made without any obligation to voluntarily prepay the corresponding non-extended term loans or (y) after the incurrence or issuance of any Incremental Facility, Other Term Loans or Replacement Term Loans, the Borrower may be prepaid only with voluntarily prepay any Borrowing of any Initial Term Loans without any obligation to voluntarily prepay any Class of Incremental Term Loans pursuant to any Incremental Facility Amendment, Other Term Loans pursuant to any Refinancing Amendment or pursuant to any Replacement Term Loans, or may voluntarily prepay any Borrowing of any Class of Incremental Term Loans, Other Term Loans or Replacement Term Loans without any obligation to voluntarily prepay the consent of the Lenders making such Initial Term Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then [Reserved]. (ic) on the last day Subject to paragraph (f) of any Interest Period for any Eurocurrency Borrowingthis Section, and (ii) on any other date unless the Required Lenders otherwise agree, in the event ABR Borrowings and on each occasion following the Acquisition Closing Date that any Net Proceeds are received by or on behalf of the Parent or any Restricted Subsidiary in respect of any Prepayment Event, the Borrower shall, within thirty (30) days in the case of any Prepayment Event referenced in paragraph (a) or (b) of the definition thereof, or, five (5) Business Days in the case of a Prepayment Event referenced in paragraph (c) of the definition thereof, after such Net Proceeds are received, prepay Term Loans on a pro rata basis (except, as to Extended Term Loans or Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Extension Amendment, Incremental Facility Amendment or a Refinancing Amendment, or as to a Replacement Term Loan, in each case, which may be prepaid on a less than pro rata basis), in each case in an aggregate amount equal to 100% of the amount of such Net Proceeds (subject to reduction as set forth below); provided that in the case of any such event described in clause (a) or (b) of the definition of the term “Prepayment Event,” if the Parent or any Restricted Subsidiary applies the Net Proceeds from such event (or a portion thereof) within twelve (12) months after receipt of such Net Proceeds (or eighteen (18) months if the Parent or any such Restricted Subsidiary commits to apply such Net Proceeds within such twelve (12) month period pursuant to a contractual arrangement (including pursuant to a letter of intent or commitment letter) to apply) to reinvest such proceeds in assets of the general type used or useful in the business of the Parent and its Restricted Subsidiaries (including in connection with an acquisition), then no prepayment shall be outstandingrequired pursuant to this paragraph in respect of such Net Proceeds except to the extent of any such Net Proceeds therefrom that have not been so applied by the end of the twelve-month (or, eighteen month, if committed to be so applied) period following receipt of such Net Proceeds, at the applicable Borrowers end of which period a prepayment shall prepay Loans be required in an amount equal to such Net Proceeds that have not been so applied; provided, further, that with respect to any Prepayment Event referenced in paragraph (a) or (b) of the lesser of definition thereof, (Ai) the Borrower shall not be obligated to make any prepayment otherwise required by this paragraph (c) unless and until the aggregate amount necessary to eliminate of Net Proceeds from all such excess (Prepayment Events, after giving effect to the reinvestment rights set forth herein, exceeds $45,000,000 (the “Asset Sale Prepayment Trigger”) in any fiscal year of the Parent, but then from all such Net Proceeds in excess of the Asset Sale Prepayment Trigger during such fiscal year and (ii) the Borrower may use a portion of such Net Proceeds to prepay or repurchase Miami Term Loans, First Lien Senior Secured Notes or any other Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations (the “Other Applicable Indebtedness”) to the extent required pursuant to the terms of the documentation governing such Other Applicable Indebtedness, in which case, the amount of prepayment required to be made with respect to such Net Proceeds pursuant to this Section 2.11(c) shall be deemed to be the amount equal to the product of Loans on such day) and (Bx) the amount of such Net Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans and Miami Term Loans required to be prepaid pursuant to this paragraph (c) and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph; provided, further, that with respect to any Prepayment Event referenced in paragraph (a) or (b) of the definition thereof, the Borrower shall not be obligated to make, and may retain, 50% of the prepayment otherwise required by this paragraph (c) (any Net Proceeds of a Prepayment Event referenced in paragraph (a) or (b) of the definition thereof not subject to prepayment and retained by the Borrower pursuant to this proviso and the following proviso, the “Retained Asset Sale Proceeds”) to the extent that the First Lien Leverage Ratio, computed on a Pro Forma Basis (including with respect to such Disposition and any prepayment of Indebtedness) as of the Applicable Date of Determination (solely for purposes of this proviso to this Section 2.11(c), at the time of such Disposition and not for any other purpose hereunder, the Net Proceeds of the applicable Borrowings referred to Disposition shall not be included as unrestricted cash and Cash Equivalents in clause (i) of the definition of “First Lien Leverage Ratio”), is less than or equal to 3.00:1.00; provided, further, that with respect to any Prepayment Event referenced in paragraph (a) or (b) of the definition thereof, the Borrower shall not be obligated to make, and may retain, 100% of the prepayment otherwise required by this paragraph (c) to the extent that the First Lien Leverage Ratio, computed on a Pro Forma Basis (including with respect to such Disposition and any prepayment of Indebtedness) as of the Applicable Date of Determination (solely for purposes of this proviso to this Section 2.11(c), at the time of such Disposition and not for any other purpose hereunder, the Net Proceeds of the applicable Disposition shall not be included as unrestricted cash and Cash Equivalents in clause (i) of the definition of “First Lien Leverage Ratio”), is less than or equal to 2.50:1.00. (d) Subject to paragraph (f) of this Section 2.11 and unless the Required Lenders otherwise agree, following the end of each fiscal year of the Parent, commencing with the fiscal year of Parent ending October 31, 2019, the Borrower shall prepay, Term Loan Borrowings, in an aggregate amount (the “ECF Prepayment Amount”) equal to (i) the Required Percentage of Excess Cash Flow for such fiscal year, minus (ii) the aggregate principal amount of prepayments (other than prepayments pursuant to Section 2.11(c), (d) or (e), but inclusive of purchases of Loans by the Parent and its Subsidiaries at or below par, in which case the amount of prepayments or Loans shall be deemed not to exceed the actual purchase price of such Loans below par) of Term Loans, Miami Term Loans (other than prepayments pursuant to Section 2.11(c), (d) or (e), but inclusive of purchases of Loans by the Parent and its Subsidiaries at or below par, in which case the amount of prepayments or, at the option of the Borrower, Loans shall be deemed not to exceed the actual purchase price of such Loans below par), Other Applicable Indebtedness and Revolving Loans (to the extent of, in the case of Revolving Loans, a corresponding Revolving Commitment reduction) made during such fiscal year or the period following the end of such fiscal year and prior to the ECF Due Date; provided that the Borrower may use a portion of such ECF Prepayment Amount to prepay or repurchase the Miami Term Loans and any term loans incurred as Other Applicable Indebtedness pursuant to “excess cash flow” provisions applicable to such term loans to the extent required pursuant to the terms of the Miami Credit Agreement and the documentation governing such Other Applicable Indebtedness, in which case, the amount of prepayment required to be made with respect to such ECF Prepayment Amount pursuant to this Section 2.11(d) shall be deemed to be the amount equal to the product of (x) the amount of such ECF Prepayment Amount multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph (d) and the denominator of which is the sum of the outstanding principal amount of the Miami Term Loans and such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the Miami Credit Agreement and the documents governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant to this paragraph; provided, further, that the Borrower shall not be obligated to make any prepayment otherwise required by this paragraph (d) unless and until the ECF Prepayment Amount, after giving effect to the deductions set forth herein, exceeds $30,000,000 (the “ECF Prepayment Trigger”) in respect of any fiscal year of the Parent, but then from all such amounts in excess of the ECF Prepayment Trigger for such fiscal year. Each prepayment pursuant to this paragraph shall be made not later than the earlier of (A) 125 days after the end of the fiscal year of the Parent with respect to which such prepayment is made and (B) 10 Business Days after the delivery of the financial statements referred to in Section 5.01(a) for the fiscal year with respect to which such prepayment is made (such earlier date, the “ECF Due Date”). All prepayments made pursuant to this Section 2.11(d) shall be applied solely to the outstanding Initial Term Loans (and any Incremental Term Loans, Extended Term Loans or Other Term Loans to the extent provided for in the applicable Incremental Facility Amendment, Extension Amendment or Refinancing Amendment, or in respect of any Replacement Term Loans, provided that the Initial Term Loans receive not less than the pro rata portion of such prepayment unless otherwise agreed). (e) If the Borrower incurs or issues any (i) Credit Agreement Refinancing Indebtedness permitted to be incurred or issued hereunder (other than a Permitted Refinancing thereof) or (ii) any other Indebtedness not permitted under Section 6.01, the Borrower shall, substantially contemporaneously with such incurrence or issuance pursuant to clause (i) and otherwise within five (5) Business Days, prepay the principal amount of the corresponding Credit Agreement Refinanced Debt (in the case of clause (i)) or each Class of Term Loans on a pro rata basis (in the case of clause (ii)), in each case in accordance with Section 2.11(g) and in an aggregate amount the Dollar Equivalent of which is equal to 100% of the Net Proceeds of such issuance or incurrence (which prepayment of principal shall be accompanied by payment of, provided such Net Proceeds shall be deemed reduced by an amount equal to the, accrued and unpaid interest, premiums and fees and expenses associated with such principal amount prepaid); provided that such prepayment in connection with a Repricing Transaction shall be subject to the second sentence of Section 2.11(a). (f) Notwithstanding any other provisions of this Section 2.11, (i) to the extent that any of or all the Net Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 2.11(c) (a “Foreign Disposition”), the Net Proceeds of any Prepayment Event from a Foreign Subsidiary (a “Foreign Prepayment Event”), or Excess Cash Flow would be (x) prohibited or delayed by applicable local law (which, for the avoidance of doubt includes, but is not limited to, financial assistance, corporate benefit, restrictions on upstreaming cash, and the fiduciary and statutory duties of the directors of the relevant subsidiaries), (y) restricted by applicable organizational or constitutive documents or any agreement or (z) subject to other onerous organizational or administrative impediments, from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.11(d) or the Borrower shall not be required to make a prepayment at the times provided in Section 2.11(c), as applicablethe case may be, and instead, such amounts may be retained by the applicable Foreign Subsidiary and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition, any Foreign Prepayment Event or Excess Cash Flow would have an adverse tax cost consequence with respect to such Net Proceeds or Excess Cash Flow (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Parent or any Restricted Subsidiary or any of their respective affiliates and/or equity partners would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. Any prepayments made by the Borrower pursuant to Section 2.11(c) or (d) notwithstanding the application of this Section 2.11(f) shall be net of additional Taxes, costs and expenses payable or reserved against as a result thereof (whether or not repatriation actually occurs) and the Parent and its Restricted Subsidiaries shall be permitted to make a Restricted Payment to its equity holders and Affiliates to cover such taxes, costs or expenses to the extent actually paid by such equity holder or Affiliate. (cg) Prior to In connection with (i) any optional prepayment of Borrowings hereunder or (ii) any mandatory prepayment of Borrowings hereunder, the applicable Borrower shall shall, in each case, subject to the provisions of this Section 2.11(g), Section 2.11(k) and Section 2.11(l), select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) Section 2.11(h). The applicable Borrower, or the Company on behalf of Administrative Agent will promptly notify each Lender holding the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) Class of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders Term Loans 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.th

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay without premium or penalty (other than, with respect to Eurodollar Borrowings, payments that may become due under Section 2.15) any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate CommitmentsExcept for Overadvances permitted under Section 2.04, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, and on such occasion that the applicable Borrowers shall prepay Loans in an amount equal to aggregate Revolving Exposure exceeds the lesser of (Ax) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) aggregate Revolving Commitments and (By) the amount Borrowing Base, in each case as of the applicable date of determination, the Borrower shall prepay Revolving Borrowings referred and/or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent to be retained pursuant to Section 2.05(j) for so long as such condition exists) in clause (i) or (ii), as applicablean aggregate amount equal to such excess. (c) Prior to any optional prepayment or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopytelecopy or by Adobe pdf file) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that, if that a notice of optional prepayment may state that such notice is given in connection with a conditional notice conditioned upon the effectiveness of termination other credit facilities or the receipt of the Commitments as contemplated by Section 2.08(c)proceeds from the issuance of other Indebtedness or any other event, then in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such notice, 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 Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving 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 Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (aA) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to Section 2.15 but otherwise without premium or penalty, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (bB) If If, on any Revaluation Date for any Alternative Currency Borrowing or any Alternative Currency Letter of Credit, the aggregate total Revolving Credit Exposures shall of any Class exceed 105% of the aggregate Commitmentstotal Commitments of such Class, then (i) the Borrower shall, on the last day next Interest Payment Date in respect of any Interest Period for any Eurocurrency Borrowingsuch Borrowing (or, and (ii) on any other date in the event ABR case of a Revaluation Date for an Alternative Currency Letter of Credit, on the next Interest Payment Date that is at least three Business Days after such Revaluation Date), prepay Revolving Borrowings shall be outstanding, the applicable Borrowers shall prepay or Swingline Loans in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (that, after giving effect to any other prepayment thereto, the total Revolving Credit Exposures of Loans on such day) and (B) Class do not exceed the amount total Commitments of the applicable Borrowings referred to in clause (i) or (ii), as applicablesuch Class. (cC) Prior If, as a result of any reduction in the Commitments, whether pursuant to any optional Section 2.08(c) or mandatory prepayment of Borrowings hereunderotherwise, the applicable total Revolving Credit Exposures of any Class exceed the total Commitments of such Class, the Borrower shall select prepay Revolving Borrowings or Swingline Loans in an aggregate amount such that, after giving effect thereto, the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice total Revolving Credit Exposures of such prepayment pursuant to paragraph (d) Class do not exceed the total Commitments of this Sectionsuch Class. (dD) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfacsimile) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments of any Class as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the participating Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same currency and Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (ai) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice the requirements of this Section, and subject to the prepayment premium set forth in clause (b) below, without penalty or premium; (ii) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrowers may prepay the outstanding Term Loans on a ratable basis as between the French Borrower and the Dutch Borrower (which shall, for the avoidance of doubt, be automatically and permanently cancelled (calculated on the par amount thereof) immediately upon acquisition by the applicable Borrower) on the following basis: (A) The Borrowers shall have the right to make a voluntary prepayment of Term Loans of such Borrower at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with paragraph (d) of this SectionSection 2.09(a)(ii); provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. that (bx) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select not initiate any action under this Section 2.09(a)(ii) in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by either Borrower on the applicable Borrower, Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall notify have passed since the Administrative Agent by telephone (confirmed by telecopy) of date such Borrower was notified that no Term Lender was willing to accept any prepayment of a Borrowing hereunder (i) any Term Loan, Incremental Term Loan, Extended Term Loan and/or Other Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of a Eurocurrency BorrowingBorrower Solicitation of Discounted Prepayment Offers, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment Borrower’s election not to accept any Solicited Discounted Prepayment Offers and (iiy) in the case such Borrower shall make, as of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of any Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, the No Undisclosed Information Representation. (B) (i)(1) Subject to the proviso to subsection (A) above, the Borrowers may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such prepayment. Each such notice offer shall be irrevocable made available, at the sole discretion of the Borrowers, to each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual tranche basis (but, for the avoidance of doubt, pro rata to all Lenders within such tranche and ratably as between the French Borrower and the Dutch Borrower), (II) any such offer shall specify the prepayment date aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the principal amount specific percentage discount to par (the “Specified Discount”) of each Borrowing or portion thereof such Term Loans to be prepaid; provided thatprepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, if in such an event, each such offer will be treated as a notice separate offer pursuant to the terms of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(cthis Section), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, (III) the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Specified Discount Prepayment Amount shall be in an aggregate amount that would be permitted not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such offer shall remain outstanding through the case Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of an advance of such Specified Discount Prepayment Notice and a Borrowing form of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall Specified Discount Prepayment Response to be applied ratably completed and returned by each such Lender to the Loans included in Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest third Business Day after the date of delivery of such notice to the extent required by Section 2.11 and relevant Term Lenders (ii) break funding payments pursuant to Section 2.14the “Specified Discount Prepayment Response Date”).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the aggregate Exposures shall exceed the aggregate Commitments, then event and on such occasion that (i) on the last day sum of any Interest Period for any Eurocurrency Borrowingthe US Tranche Revolving Exposures exceeds the total US Tranche Revolving Commitments, and or (ii) on any other date in the event ABR Borrowings shall be outstandingsum of the European Tranche Exposures exceeds the total European Tranche Commitments, the Borrowers under the applicable Borrowers Tranche shall prepay Loans Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding under the US Tranche, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)), in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess; provided that if such excess (after giving effect to arises solely as a result of currency rate fluctuations and such excess under any other prepayment of Loans on such day) and (B) the amount Tranche is not greater than 5% of the applicable Borrowings referred to in clause (i) total Commitments under such Tranche, such prepayment or (ii)deposit, as applicablethe case may be, shall not be required. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Applicable Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, three Business Days before the date of such prepayment prepayment, and (ii) in the case of an ABR BorrowingBorrowing or a Swingline Loan, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Applicable 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments to the extent required pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right (i) at any time and from time to time to prepay any Borrowing of such Borrower the Senior First Lien Loans and Senior Second Lien Loans in whole or in part, subject and (ii) to reduce the undrawn Commitment of the Senior First Lien Lenders and Second Lien Lenders prior notice in accordance with paragraph (d) to Substantial Completion of this Section; provided thatthe Facility, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. Administrative Agent (b) If except for $410,000 of Commitment which may be reduced without the aggregate Exposures shall exceed consent of the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency BorrowingAdministrative Agent), and (ii) on after Substantial Completion of the Facility at Borrower’s election. In connection with any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal prepayment prior to the lesser of Make-Whole Fee End Date, there shall also be due and payable to the Senior First Lien Lenders (A) other than to the amount necessary to eliminate Proton System Supplier in its capacity as a Senior First Lien Lender or any successor or assignee in such excess (after giving effect to any other prepayment of Loans on such daycapacity) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Senior Second Lien Lenders a Make-Whole Fee. Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) electronic communication as provided in Section 11.01 hereof of any prepayment of a Borrowing hereunder (i) or reduction in the case of a Eurocurrency Borrowing, Commitment not later than 11:00 a.m., New York City time, three 10 Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the effective date of such prepayment date or reduction in Commitment and the principal amount of each Borrowing or portion thereof the Loans to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may prepaid or undrawn Commitment to be revoked if such notice of termination is revoked in accordance with Section 2.08(c)reduced. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each Unless otherwise agreed by the Senior First Lien Lenders who are being prepaid and the Senior Second Lien Lenders, each whole or partial prepayment of any Borrowing shall be the Loans or reduction 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. Each prepayment of a Borrowing undrawn Commitment shall be applied ratably first to prepayment or reduction of the undrawn Commitment of the Senior First Lien Loans included in and second to prepayment or reduction of the prepaid Borrowingundrawn Commitment of the Senior Second Lien Loans. Prepayments shall be accompanied by (i) accrued interest to on the extent amount prepaid, plus any fees required by Section 2.11 and (ii) break funding payments pursuant to 3.07 or other amounts required by Section 2.143.09 hereof.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Term Benchmark Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any BorrowerPrior to the Maturity Date, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Revolving Credit Borrowing, in whole or in part, subject to the requirements of Section 2.17 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 noon New York City time at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan and at least three Business Days in the case of a LIBOR Loan; provided thatPROVIDED, unless HOWEVER, that each such partial prepayment shall be in an integral multiple of $5,000,000 and in a minimum aggregate principal amount of $10,000,000. The Borrower shall not have the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Borrowing without the consent of the Lenders making such Loansrelevant lender. (b) If On any date when the sum of the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay outstanding Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other Borrowings effected on such date) plus the then current L/C Exposure exceeds the Total Commitment, the Borrower shall make a mandatory prepayment of the Revolving Credit Loans on in such day) and (B) amount as may be necessary so that the aggregate amount of outstanding Loans plus the applicable Borrowings referred then current L/C Exposure after giving effect to such prepayment does not exceed the Total Commitment then in clause (i) or (ii), as applicableeffect. Any prepayments required by this paragraph shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding LIBOR Revolving Credit Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Each notice of such prepayment pursuant to paragraph (dSection 2.13(a) shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of this Section. (d) The applicable Borrowereach Borrowing to be prepaid, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower to prepay such Borrowing(s) by the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.13 shall be accompanied by (i) accrued interest on the principal amount being prepaid, to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, part subject to prior notice in accordance with paragraph (d) the requirements of this Section; Section without penalty or premium (except as provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans in Section 2.14 or Contract Loans may be prepaid only with the consent of the Lenders making such Loans2.15). (b) If In the aggregate Exposures shall exceed event and on each occasion that any Net Proceeds are received by or on behalf of the aggregate Commitments, then (i) on the last day Borrower or any Subsidiary in respect of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstandingPrepayment Event, the applicable Borrowers shall Borrower shall, within six Business Days after such Net Proceeds are received, prepay Loans Borrowings in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableNet Proceeds. (c) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending on or after the Effective Date, for which there is any Excess Cash Flow, the Borrower shall prepay Borrowings in an aggregate amount equal to [ * ]. Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 90 days after the end of such fiscal year). (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section; PROVIDED that each prepayment of Borrowings of any Class shall be applied to prepay ABR Borrowings of such Class before any other Borrowings of such Class. If optional or mandatory prepayment of Borrowings made at a time when Borrowings of more than one Class are outstanding, the Borrower shall select Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Classes pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. (de) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or * INDICATES CONFIDENTIAL TREATMENT REQUESTED portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of optional prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.08(c), then amount of such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)prepayment. Promptly following receipt of any such 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 is an integral multiple of $100,000 and not less than $1,000,000, except as necessary to apply fully the case of an advance required amount of a Borrowing of the same Type as provided in Section 2.02mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments of Borrowings shall be accompanied by (i) the payment of accrued interest to on the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14amount prepaid.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate CommitmentsCommitments under such Tranche, then (i) on the last day of any Interest Period for any Eurocurrency LIBOR Borrowing or EURIBOR Borrowing, and the last day of any Contract Period for any B/A Drawing, under such Tranche and (ii) on any each other date in the event on which any ABR Borrowings Revolving Borrowing, Canadian Prime Rate Borrowing or Swingline Loan shall be outstandingoutstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans or payment of B/As on such day) and (B) the amount of the applicable Borrowings Revolving Borrowings, B/A Drawings or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Credit Exposures under any Tranche on the last day of any month (or on any other date specified by Lenders representing more than 50% of the Commitments under such Tranche) shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable BorrowerBorrower shall notify the Applicable Agent (and, or in the Company case of prepayment of a Swingline Loan, the Applicable Swingline Lender) by a telecopy notice signed by a Financial Officer on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) Borrower of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency BorrowingLIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, three Business Days before the date of such prepayment and (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (ii) in the case of a LIBOR Borrowing denominated in Sterling or an Alternative Currency or a EURIBOR Borrowing, not later than 12:00 noon, Local Time, three Business days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, one Business Day before the date of such prepayment and (d) in the case of a Canadian Prime Rate Borrowing, not later than 12:00 noon, Local Time, the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.09(c), then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.08(c2.09(c). Promptly following receipt of any such notice, the Administrative Applicable 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Borrowing, in whole or in part, subject upon giving telephonic notice (which shall be confirmed promptly in writing or by telecopy) to the Administrative Agent (which shall promptly provide a copy to each applicable Lender): (i) before 11:00 a.m., New York City time, four Business Days prior notice to prepayment, in accordance with paragraph the case of a LIBOR Borrowing or NIBOR Borrowing and (dii) before 11:00 a.m., New York City time, one Business Day prior to prepayment, in the case of this Sectionan ABR Borrowing; provided thatprovided, unless however, that each such partial prepayment of principal shall be in a minimum principal amount equal to the applicable Borrowers Borrowing Minimum and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent an integral multiple of the Lenders making such LoansBorrowing Multiple. (b) If In the event and on each occasion that the aggregate Revolving Exposures (computed as if the US Dollar Equivalent of each Revolving Loan denominated in a Committed Foreign Currency were equal to 105% of the actual US Dollar Equivalent of such Loan) shall exceed the aggregate Revolving Commitments, then (i) on each day that is the last day of any an Interest Period for any Eurocurrency LIBOR or NIBOR Revolving Borrowing, and (ii) on any each other date in the event ABR Revolving Borrowings or Swingline Loans shall be outstanding, the applicable Borrowers shall prepay Loans such Revolving Borrowings or Swingline Loans, as the case may be, in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. The Administrative Agent shall promptly notify Millennium America in the event it determines that any prepayment is required under this paragraph. In the event and on each occasion that the aggregate Revolving Exposures (computed on the basis of the actual US Dollar Equivalent of each Revolving Loan denominated in a Committed Foreign Currency) shall exceed the aggregate Revolving Commitments, then the Borrowers shall, within five Business Days, prepay Revolving Borrowings or Swingline Loans in an amount sufficient to eliminate such excess (after giving effect to any other prepayment of Loans on such day). (c) Prior In the event and on each occasion that Millennium or any Domestic Subsidiary shall complete any Asset Sale at a time when the Leverage Ratio, determined as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), shall be equal to or greater than 3.75 to 1.00, Millennium America shall, not later than the third Business Day following any optional receipt by Millennium or mandatory prepayment any Subsidiary of Borrowings hereunderNet Cash Proceeds with respect to such Asset Sale, the applicable Borrower shall select the Borrowing or Borrowings prepay outstanding Term Loans in an amount equal to be prepaid and shall specify such selection in the notice 50% of such prepayment pursuant to paragraph (d) of this SectionNet Cash Proceeds. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice All prepayments under this Section shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing subject to Section 2.17 but otherwise without premium or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)penalty. Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless Section and to the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent making of the Lenders making such Loansany payment required under Section 2.15. (b) If In the aggregate event and on each occasion on or prior to the Revolving Maturity Date that the sum of the Revolving Exposures shall exceed exceeds the aggregate total Revolving Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans Revolving Borrowings in an aggregate amount equal to such excess; provided that if no Revolving Borrowings are outstanding and the lesser of (A) LC Exposure exceeds the total Revolving Commitments, the Borrowers shall provide cash collateral in an aggregate amount necessary equal to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (iiaccordance with Section 2.05(j), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of optional voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.07(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.07(c). Promptly following receipt of any such noticenotice (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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures of any Class shall exceed the aggregate CommitmentsCommitments of such Class, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Revolving Borrowing and (ii) on any other date in the event ABR Revolving Borrowings of such Class shall be outstanding, the applicable Borrowers shall prepay Revolving Loans of such Class in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any Reset Date, the aggregate amount of the Exposures of any Class shall exceed 105% of the aggregate Commitments of such Class, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings of such Class in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Applicable Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of such prepayment and (ii) to the extent practicable, in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepaymenta prepayment under paragraph (b) above). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.09(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.09(c). Promptly following receipt of any such notice, the Administrative Applicable 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (db) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before on the date of such prepayment. Each In either case, such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.07. Promptly following receipt of any such noticenotice relating to a Borrowing, 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.11. (c) If, at any time, the total Credit Exposures exceed the Borrowing Base then in effect, the Borrower shall immediately (i) prepay Loans in an amount equal to such excess and (ii) break funding payments if such excess is greater than the outstanding principal amount of the Loans at such time, the Borrower shall pay to the Agent an amount in immediately available funds equal to the amount by which the Credit Exposures exceed the Borrowing Base after giving effect to the payment made pursuant to Section 2.14clause (i) above to be held for the benefit of the Lenders and the Issuing Lender in accordance with the Collateral Documents to secure the payment of all reimbursement obligations in respect of any LC Disbursements arising from subsequent drawings under Letters of Credit issued hereunder. All or any portion of any amount paid to the Agent pursuant to clause (ii) above will be returned to the Borrower at its request accompanied by a certificate of a Financial Officer stating that, after giving effect to such return, the Credit Exposures will not exceed the Borrowing Base then in effect and no Default is continuing.

Prepayment of Loans. (a) Any BorrowerPrior to the Maturity Date, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Revolving Credit Borrowing, in whole or in part, subject to the requirements of Section 2.17 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 noon New York City time at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan and at least three Business Days in the case of a LIBOR Loan; provided thatprovided, unless however, that each such partial prepayment shall be in an integral multiple of $5,000,000 and in a minimum aggregate principal amount of $10,000,000. The Borrower shall not have the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Borrowing without the consent of the Lenders making such Loansrelevant lender. (b) If On any date when the sum of the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay outstanding Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other Borrowings effected on such date) plus the then current L/C Exposure exceeds the Total Commitment, the Borrower shall make a mandatory prepayment of the Revolving Credit Loans on in such day) and (B) amount as may be necessary so that the aggregate amount of outstanding Loans plus the applicable Borrowings referred then current L/C Exposure after giving effect to such prepayment does not exceed the Total Commitment then in clause (i) or (ii), as applicableeffect. Any prepayments required by this paragraph shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding LIBOR Revolving Credit Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Each notice of such prepayment pursuant to paragraph (dSection 2.13(a) shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of this Section. (d) The applicable Borrowereach Borrowing to be prepaid, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower to prepay such Borrowing(s) by the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.13 shall be accompanied by (i) accrued interest on the principal amount being prepaid, to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right (i) at any time and from time to time to prepay any Borrowing of such Borrower the Senior First Lien Loans and Senior Second Lien Loans in whole or in part, subject and (ii) prior to prior notice in accordance with paragraph (d) Substantial Completion of this Section; provided thatthe Facility, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency BorrowingAdministrative Agent, and (ii) on after Substantial Completion of the Facility at Borrower’s election reduce the undrawn Commitment of the Senior First Lien Lenders and Second Lien Lenders. In connection with any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal prepayment prior to the lesser of Make-Whole Fee End Date, there shall also be due and payable to the Senior First Lien Lenders (A) other than to the amount necessary to eliminate Proton System Supplier in its capacity as a Senior First Lien Lender or any successor or assignee in such excess (after giving effect to any other prepayment of Loans on such daycapacity) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Senior Second Lien Lenders a Make-Whole Fee. Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) electronic communication as provided in Section 11.01 hereof of any prepayment of a Borrowing hereunder (i) or reduction in the case of a Eurocurrency Borrowing, Commitment not later than 11:00 a.m., New York City time, three 10 Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the effective date of such prepayment date or reduction in Commitment and the principal amount of each Borrowing or portion thereof the Loans to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may prepaid or undrawn Commitment to be revoked if such notice of termination is revoked in accordance with Section 2.08(c)reduced. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each Unless otherwise agreed by the Senior First Lien Lenders who are being prepaid and the Senior Second Lien Lenders, each whole or partial prepayment of any Borrowing shall be the Loans or reduction 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. Each prepayment of a Borrowing undrawn Commitment shall be applied ratably first to prepayment or reduction of the undrawn Commitment of the Senior First Lien Loans included in and second to prepayment or reduction of the prepaid Borrowingundrawn Commitment of the Senior Second Lien Loans. Prepayments shall be accompanied by (i) accrued interest to on the extent amount prepaid, plus any fees required by Section 2.11 and (ii) break funding payments pursuant to 3.07 or other amounts required by Section 2.143.09 hereof.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless that the applicable Borrowers and Lenders shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans Loan or Contract Loans may be prepaid only with Negotiated Rate Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If If, on any Revaluation Date, the aggregate Exposures shall exceed Total Credit Exposure exceeds 105% of the aggregate total Revolving Commitments, then the Company shall, not later than the third Business Day after the Company receives notice thereof from the Administrative Agent, prepay, or cause either or both Borrowers to prepay, without penalty or premium (i) on subject to Section 2.17), one or more Borrowings in an aggregate amount sufficient to reduce the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in Total Credit Exposure to an amount not exceeding the event ABR Borrowings shall be outstanding, total Revolving Commitments; provided that the applicable Borrowers shall not be required to prepay any Competitive Loans in an amount equal or Negotiated Rate Loans pursuant to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicablethis paragraph. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lenders) by telephone (confirmed by telecopyfacsimile) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingRevolving Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. The Company shall notify the Administrative Agent and ▇.▇. ▇▇▇▇▇▇ Europe Limited by telephone (confirmed by facsimile) of any prepayment hereunder of a Eurocurrency Revolving Borrowing denominated in any Alternative Currency, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments Loans may state that such notice is conditioned upon the effectiveness of other credit facilities as contemplated by Section 2.08(c2.10(c), then in which case such notice of prepayment may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent or ▇.▇. ▇▇▇▇▇▇ Europe Limited, as applicable, shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Currency and Type as provided in Section 2.02, except as provided in Section 2.24(f) in connection with the prepayment of the Loans of any Defaulting Lender. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing, except as provided in Section 2.24(f) in connection with the prepayment of the Loans of any Defaulting Lender. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Borrowing, in whole or in part, subject upon giving telephonic notice (which shall be confirmed promptly in writing or by telecopy) to prior notice in accordance with paragraph the Servicing Agent (d) of this Section; provided that, unless the applicable Borrowers and Lenders which shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then promptly provide a copy to each Lender): (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than before 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) prior to prepayment, in the case of an ABR BorrowingLIBOR Loans or NIBOR Loans, not later than (ii) before 11:00 a.m., New York City time, one Business Day before the date of such prior to prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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 ABR Loans and (iii) before 12:00 noon, New York City time, on the date of prepayment, in the case of Swingline Loans; provided, however, that each such partial prepayment of principal shall be in a minimum principal amount of $1,000,000 and an advance integral multiple of a $1,000,000. The Borrower shall not have the right to prepay any Competitive Borrowing without the prior consent of the same Type Lender thereof. (b) On the date of any termination or reduction of the Total Commitment pursuant to Section 2.12, the Borrower shall pay or prepay so much of the Borrowings as provided shall be necessary in order that the sum of the aggregate Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans will not exceed the Total Commitment after giving effect to such termination or reduction. (c) Except to the extent otherwise specified by the Borrower making a prepayment, all prepayments under this Section 2.02. Each prepayment of a Borrowing 2.13 shall be applied ratably to outstanding ABR Loans up to the full amount thereof and then shall be applied to outstanding LIBOR Loans included in (other than LIBOR Competitive Loans) up to the prepaid Borrowingfull amount thereof. (d) All prepayments under this Section shall be subject to Section 2.16 but otherwise without premium or penalty. Prepayments All prepayments other than prepayments of ABR Loans shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any BorrowerIn the event and on such occasion that (i) the Total Revolving Extensions of Credit exceed the Total Commitments or (ii) the Total Revolving Extensions of Credit (excluding for such purposes Protective Advances) exceed the Borrowing Limit, or the Company on behalf of Borrower shall promptly (and in any Borrower, shall have the right at any time and from time to time to event within two Business Days) prepay any Borrowing of such Borrower in whole (or in partthe case of L/C Exposure, subject cash collateralize) the Revolving Loans, L/C Exposure, Swingline Loans and/or (in the case of clause (i) above) the Protective Advances in an aggregate amount equal to such excess (it being understood that the Borrower shall prepay Revolving Loans, Swingline Loans and/or Protective Advances prior notice in accordance with paragraph (d) to cash collateralization of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansL/C Exposure). (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other Any prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph Section 2.11(a) shall be made upon notice (dwhich shall be irrevocable unless otherwise agreed by the Administrative Agent) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify delivered to the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not no later than 11:00 a.m.A.M., New York City time, three Business Days before the date of such prepayment and (ii) prior thereto, in the case of an ABR BorrowingEurodollar Loans, not and no later than 11:00 a.m.A.M., New York City time, one Business Day before prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. Each If any such notice is given, the amount specified in such notice shall be irrevocable due and shall specify payable on the prepayment date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt The application of any such noticeprepayment pursuant to this Section 2.11 shall be made first, to ABR Loans and second, to Eurodollar Loans. (c) On each Business Day during any Full Cash Dominion Period, 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant apply, subject to Section 2.142.17(b), all funds credited to any applicable Collection Account as of 10:00 A.M., New York City time, on such Business Day (whether or not immediately available) and first to prepay any Protective Advances that may be outstanding, second to prepay the Swingline Loans and third to prepay other Revolving Loans (without a corresponding reduction in Commitments).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (but subject to Section 2.13), subject to the requirements of this Section. (b) In the event and on each occasion that the sum of the Exposures exceeds the total Commitments, the Borrower shall prepay Borrowings in an aggregate amount equal to such excess. (i) In the event that (x) on or before the date falling 23 months after the Effective Date (the "First TPG Replacement Date") or (y) on or before the date falling 47 months after the Effective Date (the "Second TPG Replacement Date"), the Administrative Agent has not received a guaranty duly executed by TPG or a replacement guarantor satisfactory to the Lenders and having a stated term of at least two years, in the case of the First TPG Replacement Date, or a guaranty duly executed by TPG and terminating at least 30 days after the Maturity Date, in the case of the Second TPG Replacement Date, in each case pursuant to documentation in form and substance similar or identical to the TPG Guaranty (such documentation to include such evidence of authorization and such legal opinions with respect thereto as the Lenders may reasonably request), then the Borrower shall within 10 Business Days of the First TPG Replacement Date or, as the case may be, the Second TPG Replacement Date prepay in full the aggregate outstanding Borrowings and the Commitment of each Lender shall automatically terminate; provided, however, that no such prepayment shall be required (and the Commitment of each Lender shall not terminate) if, and for so long as TPG has validly and effectively pledged to the Administrative Agent a blocked cash collateral account held in New York with Citibank, N.A. in an amount, and pursuant to documentation in form and substance, reasonably satisfactory to the Administrative Agent. (ii) In the event that on or before the date falling one month prior notice to the stated expiration date of the GEI Guaranty (as in accordance effect from time to time, the "GEI Replacement Date"), the Administrative Agent has not received a guaranty duly executed by GEI or a replacement guarantor satisfactory to the Lenders and having a stated maturity falling at least 364 days after the then current GEI Replacement Date or, if sooner, 30 days after the Maturity Date, pursuant to documentation in form and substance similar or identical to the GEI Guaranty (such documentation to include such evidence of authorization and such legal opinions with paragraph respect thereto as the Lenders may reasonably request), then the Borrower shall within 10 Business Days of the GEI Replacement Date prepay in full the aggregate outstanding Borrowings and the Commitment of each Lender shall automatically terminate; provided, however, that no such prepayment shall be required (and the Commitment of each Lender shall not terminate) if, and for so long as GEI has validly and effectively pledged to the Administrative Agent a blocked cash collateral account held in New York with Citibank, N.A. in an amount, and pursuant to documentation in form and substance, reasonably satisfactory to the Administrative Agent. (iii) In the event that on or before the date falling one month prior to the stated expiration date of the TCW Guaranty (as in effect from time to time, the "TCW Replacement Date"), the Administrative Agent has not received a guaranty duly executed by TCW or a replacement guarantor satisfactory to the Lenders and having a stated maturity falling at least 364 days after the then current TCW Replacement Date or, if sooner, 30 days after the Maturity Date, pursuant to documentation in form and substance similar or identical to the TCW Guaranty (such documentation to include such evidence of authorization and such legal opinions with respect thereto as the Lenders may reasonably request), then the Borrower shall within 10 Business Days of the TCW Replacement Date prepay in full the aggregate outstanding Borrowings and the Commitment of each Lender shall automatically terminate; provided, however, that no such prepayment shall be required (and the Commitment of each Lender shall not terminate) if, and for so long as TCW has validly and effectively pledged to the Administrative Agent a blocked cash collateral account held in New York with Citibank, N.A. in an amount, and pursuant to documentation in form and substance, reasonably satisfactory to the Administrative Agent. (d) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, within ten (10) Business Days after such Net Proceeds are received, prepay Borrowings in an aggregate amount equal to (i) in the case of an event described in clause (a) or (b) of the definition of Prepayment Event, such Net Proceeds, or (ii) in the case of an event described in clause (c) or (d) of this Section; the definition of Prepayment Event, 75% of such Net Proceeds, provided that, unless in the applicable Borrowers and Lenders shall have otherwise agreed at case of any event described in clause (a) of the time such Loans were madedefinition of the term "Prepayment Event" occurring on or prior to the six-month anniversary of the Effective Date (other than the sale, Competitive Loans transfer or Contract Loans may be prepaid only other disposition of (x) Receivables in connection with a Permitted Receivables Financing, or (y) other assets of the Borrower or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Lenders making Required Lenders), if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such Loansevent until the six-month anniversary of the Effective Date. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (ce) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section. (df) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.3:00 p.m., New York City time, one on the Business Day before prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; 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 of any Loans is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such 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 or to prepay such Borrowing in full. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.10. (g) In the event that a Guarantor Termination (as such term is defined in the Guaranty) shall occur, the Borrower shall immediately prepay in full all outstanding Borrowings and (ii) break funding payments pursuant to Section 2.14the Commitment of each Lender shall automatically terminate.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate total Revolving Exposures or the total Alternative Currency Exposures shall at any time exceed the aggregate Commitmentstotal Revolving Commitments or the Alternative Currency Sublimit, respectively, then (i) on the last day of any Interest Period for applicable to any Eurocurrency Borrowing, LIBOR Revolving Borrowing or EURIBOR Revolving Borrowing of the applicable Class and (ii) on any other date in the event any ABR Borrowings Revolving Borrowing of the applicable Class shall be outstanding, the applicable Borrowers Borrower shall prepay US Dollar Revolving Loans or Alternative Currency Revolving Loans of the applicable Type in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any date, the total Revolving Exposures shall exceed 105% of the total Revolving Commitments or Alternative Currency Sublimit, respectively, then the Borrower shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Borrowings of the applicable Class in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section. (d) The applicable BorrowerIn the event and on each occasion that, after the making of the Term Loans hereunder, any Net Proceeds are received by or the Company on behalf of the Company or any Subsidiary in respect of any Reduction/Prepayment Event, (i) the Company shall promptly provide Administrative Agent written notice thereof, setting forth the nature of such Reduction/Prepayment Event and the amount of such Net Proceeds (together with a reasonably detailed calculation thereof) and (ii) not later than two (2) Business Days following the day of such receipt the Company shall, without penalty or premium but subject to Section 2.15, prepay Term Loans in an amount equal to such Net Proceeds. (e) The applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or fax) of any optional prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency LIBOR Borrowing or a EURIBOR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination or reduction of the Revolving Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, 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 Class and 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 (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this SectionSection and payment, when required thereby, of any amounts required under Section 2.16; provided that, unless that the applicable Borrowers and Lenders Borrower shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If In the aggregate Exposures shall exceed event and on each occasion that the aggregate sum of the Revolving Credit Exposure plus the Competitive Loan Exposure exceeds the total Commitments, then (i) on the last day of any Interest Period for any Eurocurrency BorrowingBorrower shall: first, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall promptly prepay Swingline Loans in an aggregate amount equal to the lesser of (A) the amount necessary sufficient to eliminate such excess (after giving effect excess, and second, to the extent of any other prepayment remaining excess, promptly prepay Revolving Borrowings in an aggregate amount sufficient to eliminate such excess, and third, to the extent of any remaining excess, or if no Revolving Borrowings or Swingline Loans on such dayare outstanding, make a deposit in a cash collateral account maintained by the Administrative Agent pursuant to Section 2.06(i) and (B) to be held as security for the Borrower’s obligations in respect of Letters of Credit. To the extent the amount of cash collateral provided hereunder at any time exceeds the applicable Borrowings referred LC Exposure at such time and no Event of Default has occurred and is continuing, the excess thereof shall be returned to in clause (i) or (ii), as applicablethe Borrower. (c) Prior to any optional or mandatory prepayment of Borrowings hereunderBorrowings, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Sectionbelow. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) or by telecopy of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 10:00 a.m., New York City time, one on the Business Day before of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof thereof, to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing or a Swingline Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing or a Swingline Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.13.

Prepayment of Loans. (a) Any BorrowerIn the event and on such occasion that (i) the Total Revolving Extensions of Credit exceed the Total Commitments or (ii) the Total Revolving Extensions of Credit (excluding for such purposes Protective Advances) exceed the Borrowing Base, or the Company on behalf of Borrower shall promptly (and in any Borrower, shall have the right at any time and from time to time to event within two Business Days) prepay any Borrowing of such Borrower in whole (or in partthe case of L/C Exposure, subject cash collateralize) the Revolving Loans, L/C Exposure and/or (in the case of clause (i) above) the Protective Advances in an aggregate amount equal to such excess (it being understood that the Borrower shall prepay Revolving Loans and/or Protective Advances prior notice in accordance with paragraph (d) to cash collateralization of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansL/C Exposure). (b) If Any prepayment of Loans pursuant to Section 2.11(a) shall be made upon notice (which shall be irrevocable unless otherwise agreed by the aggregate Exposures shall exceed Administrative Agent) delivered to the aggregate Commitments, then Administrative Agent (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not no later than 11:00 a.m.A.M., New York City time, three Business Days prior thereto, in the case of Term Benchmark Loans, (ii) no later than 11:00 A.M., New York City time, five Business Days before the date of such prepayment and (ii) prepayment, in the case of an ABR Borrowing, not RFR Loans and (iii) no later than 11:00 a.m.A.M., New York City time, one Business Day before prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Term Benchmark Loans, ABR Loans or, if applicable, RFR Loans; provided, that if a Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. Each If any such notice is given, the amount specified in such notice shall be irrevocable due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. The application of any prepayment pursuant to this Section 2.11 shall specify the prepayment date be made first, to ABR Loans and the principal amount of each Borrowing or portion thereof second, to be prepaid; provided thatTerm Benchmark Loans and, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)applicable, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of RFR Loans. (c) On each Business Day during any such noticeFull Cash Dominion Period, 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant apply, subject to Section 2.142.17(b), all funds credited to any applicable Collection Account as of 10:00 A.M., New York City time, on such Business Day (whether or not immediately available) and first to prepay any Protective Advances that may be outstanding and second to prepay other Revolving Loans (without a corresponding reduction in Commitments).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (db) If at any time, the sum of the aggregate principal amount of the Revolving Credit Exposures exceeds the aggregate Revolving Commitments, the Borrower shall in each case within three (3) Business Days following the written demand of the Administrative Agent therefor at the Borrower’s option repay Borrowings or cash collateralize the LC Exposure in an account with the Administrative Agent pursuant to Section 2.05(j), as applicable, in an aggregate principal amount sufficient to cause the sum of the aggregate principal amount of the Revolving Credit Exposures to be less than or equal to the aggregate Revolving Commitments. (c) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or electronic communication) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three (3) Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before time on the date of prepayment (or such prepaymentshorter times as the Administrative Agent may agree in its sole discretion). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Borrowing, 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 and Class as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.12 and (ii) break funding payments all amounts, if any, payable pursuant to Section 2.142.15. Any portion of the Term Loan that is prepaid may not be reborrowed.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) requirements of this Section. (db) In the event and on each occasion that the Aggregate Exposure exceeds the Aggregate Commitment then in effect (including as a result of any reduction in the Commitments pursuant to Section 2.06), the Borrower shall promptly prepay Borrowings in an aggregate amount sufficient to eliminate such excess. If the Borrower fails to make such prepayment within three Business Days, the Agent shall, and is hereby authorized and directed by the Borrower to, without the necessity of any further approval or authorization of the Borrower, apply amounts then on deposit in the Collection Account to prepay Borrowings in an aggregate amount sufficient to eliminate such excess. (c) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile or electronic transmission) of any optional prepayment of a Borrowing and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such 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 (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.10.

Prepayment of Loans. (a) Any BorrowerEach Borrower may, or upon notice to the Company on behalf Administrative Agent pursuant to delivery to the Administrative Agent of any Borrowera Notice of Loan Prepayment, shall have the right at any time and or from time to time to voluntarily prepay any Borrowing of such Borrower Loans in whole or in part, part without premium or penalty subject to prior notice in accordance with paragraph (d) of this SectionSection 2.18; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at by the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then Administrative Agent: (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall such notice must be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify received by the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three a.m. (A) two (2) Business Days before prior to any date of prepayment of Term SOFR Loans, (B) four (4) Business Days prior to the date of such prepayment of Alternative Currency Loans, and (C) on the date of prepayment of ABR Loans; (ii) any prepayment of Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of ABR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepaymententire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the date, the currency and amount of such prepayment date and the principal amount Type(s) of each Borrowing Loans to be prepaid and, if Term SOFR Loans or portion thereof Alternative Currency Term Rate Loans are to be prepaid; provided that, if a notice the Interest Period(s) of optional prepayment is given in connection with a conditional notice such Loans. The Administrative Agent will promptly notify each Lender of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following its receipt of any each such notice, the Administrative Agent shall advise the Lenders and of the contents thereofamount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). Each partial If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Borrowing principal shall be in an accompanied by all accrued interest on the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in prepaid, together with any additional amounts required pursuant to Section 2.022.18. Each prepayment of a Borrowing the outstanding Term Loans pursuant to this Section 2.12(a) shall be applied ratably to the Loans included in principal repayment installments thereof as directed by the prepaid BorrowingU.S. Borrower. Prepayments Subject to Section 2.24, such prepayments shall be accompanied by (i) accrued interest paid to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay prepay, without penalty, any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section, and subject to Section 2.15, if applicable; provided that, unless that the applicable Borrowers and Lenders Borrower shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, three (3) Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one (1) Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and 2.12. (iic) break funding payments In connection with the prepayment of any Loan prior to the expiration of the Interest Period applicable thereto, the Borrower shall also pay any applicable expenses pursuant to Section 2.142.15. (d) Amounts to be applied to the prepayment of Loans pursuant to any of the preceding subsections of this Section shall be applied, first, to reduce outstanding ABR Loans and next, to the extent of any remaining balance, to reduce outstanding Eurodollar Loans. Each such prepayment shall be applied to prepay ratably the Loans of the Lender.

Prepayment of Loans. (a) Any BorrowerPrior to the Maturity Date, or the Company on behalf of Borrower and any Borrower, Subsidiary Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower (other than a Competitive Borrowing), in whole or in part, subject to the requirements of Section 2.21 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 Noon, New York City, time at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan and at least three Business Days in the case of a LIBOR Loan; provided thatprovided, unless however, that each such partial prepayment shall be in an integral multiple of $1,000,000 and in a minimum aggregate principal amount of $5,000,000. Neither the applicable Borrowers and Lenders Borrower nor any Subsidiary Borrower shall have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Borrowing without the consent of the Lenders making such Loansrelevant Lender. (b) If On any date when the aggregate Exposures shall exceed sum of the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess Revolving Credit Exposure (after giving effect to any other Borrowings effected on such date) exceeds the Total Revolving Commitment, the Borrower shall make a mandatory prepayment of the Revolving Credit Loans on (or cause any Subsidiary Borrower to make such daya prepayment) and (B) in such amount as may be necessary so that the Revolving Credit Exposure after giving effect to such prepayment does not exceed the Total Revolving Commitment then in effect. Any prepayments required by this paragraph shall be applied to outstanding ABR Loans up to the full amount of the applicable Borrowings referred thereof before they are applied to in clause (i) or (ii), as applicableoutstanding LIBOR Revolving Credit Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Each notice of such prepayment pursuant to paragraph (dSection 2.17(a) shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of this Section. (d) The applicable Borrowereach Borrowing to be prepaid, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower or the principal relevant Subsidiary Borrower to prepay such Borrowing(s) by the amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.17 shall be accompanied by (i) accrued interest on the principal amount being prepaid, to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the The Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (but subject to prior notice in accordance with paragraph (d) of this Section; provided thatSection 2.17), unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal subject to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) requirements of this Section. (db) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder, by delivery to the Administrative Agent of a Borrowing hereunder completed Prepayment Notice signed by a Responsible Officer of the Company, (i) in the case of a Eurocurrency Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before prior to the date of such prepayment and prepayment, (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment or (iii) if applicable pursuant to Section 2.15, in the case of a Daily Simple SOFR Borrowing, not later than 11:00 a.m., New York City time, five Business Days prior to the date of prepayment; provided that, if such prepaymentPrepayment Notice is delivered through an Approved Borrower Portal, then the foregoing signature requirements may be waived by the Administrative Agent in its sole discretion. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, issuance of debt or equity securities, or the occurrence of any event specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such notice, 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 is an integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02US$1,000,000 and not less than US$5,000,000. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to on the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14amounts prepaid.

Prepayment of Loans. (a) Any BorrowerPrior to the Maturity Date, or the Company on behalf of Borrower and any Borrower, Subsidiary Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower (other than a Competitive Borrowing), in whole or in part, subject to the requirements of Section 2.19 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 Noon, New York City, time at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan and at least three Business Days in the case of a LIBOR Loan; provided thatprovided, unless however, that each such partial prepayment shall be in an integral multiple of $1,000,000 and in a minimum aggregate principal amount of $5,000,000. Neither the applicable Borrowers and Lenders Borrower nor any Subsidiary Borrower shall have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Borrowing without the consent of the Lenders making such Loansrelevant Lender. (b) If On any date when the aggregate Exposures shall exceed sum of the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess Revolving Credit Exposure (after giving effect to any other Borrowings effected on such date) exceeds the Total Revolving Commitment, the Borrower shall make a mandatory prepayment of the Revolving Credit Loans on (or cause any Subsidiary Borrower to make such daya prepayment) and (B) in such amount as may be necessary so that the Revolving Credit Exposure after giving effect to such prepayment does not exceed the Total Revolving Commitment then in effect. Any prepayments required by this paragraph shall be applied to outstanding ABR Loans up to the full amount of the applicable Borrowings referred thereof before they are applied to in clause (i) or (ii), as applicableoutstanding LIBOR Revolving Credit Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Each notice of such prepayment pursuant to paragraph (dSection 2.15(a) shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of this Section. (d) The applicable Borrowereach Borrowing to be prepaid, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower or the principal relevant Subsidiary Borrower to prepay such Borrowing(s) by the amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.15 shall be accompanied by (i) accrued interest on the principal amount being prepaid, to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower any Class in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans without premium or Contract Loans may be prepaid only with the consent of the Lenders making such Loanspenalty. (b) If In the event and on each occasion that the aggregate Revolving Exposures shall exceed the aggregate Revolving Commitments, then the Borrower shall prepay Revolving Loan Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit Cash Collateral in an amount equal account with the Administrative Agent pursuant to the lesser of (ASection 2.05(j)) the in an aggregate amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings of any Class to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) Section 2.11(d). In the absence of this Sectiona designation by the Borrower as of the Type of Borrowing of any Class, the Administrative Agent shall make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.16. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder by telephone or delivering a Notice of a Borrowing hereunder Loan Prepayment; provided that, unless otherwise agreed by the Administrative Agent, such notice must be received (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment; provided, further, that each telephonic notice shall be confirmed promptly by hand delivery, facsimile or other electronic transmission to the Administrative Agent of a written Notice of Loan Prepayment signed by a Responsible Officer of the Borrower. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if that a notice of optional prepayment may state that such notice is given in connection with a conditional notice upon the effectiveness of termination other credit facilities or the receipt of the Commitments as contemplated by Section 2.08(c)proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, then in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such 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 (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments 2.13. At the Borrower’s election in connection with any prepayment pursuant to this Section 2.142.11, such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender and shall be allocated ratably among the relevant non-Defaulting Lenders.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate total Revolving Exposures or the total Alternative Currency Exposures shall at any time exceed the aggregate Commitmentstotal Revolving Commitments or the Alternative Currency Sublimit, respectively, then (i) on the last day of any Interest Period for applicable to any Eurocurrency Borrowing, LIBOR Revolving Borrowing or EURIBOR Revolving Borrowing of the applicable Class and (ii) on any other date in the event any ABR Borrowings Revolving Borrowing of the applicable Class shall be outstanding, the applicable Borrowers shall prepay US Dollar Revolving Loans or Alternative Currency Revolving Loans of the applicable Type in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any date, the total Revolving Exposures shall exceed 105% of the total Revolving Commitments or Alternative Currency Sublimit, respectively, then the Borrowers shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Borrowings of the applicable Class in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or fax) of any optional prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency LIBOR Borrowing or a EURIBOR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination or reduction of the Revolving Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, 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 Class and Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this SectionSection and payment of any amounts required under Section 2.15; provided that, unless that the applicable Borrowers and Lenders shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If In the event and on each occasion that the sum of the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for applicable to any Eurocurrency Borrowing, Revolving Borrowing and (ii) on any other date in the event any ABR Borrowings Revolving Borrowing or Swingline Borrowing shall be outstanding, the applicable Borrowers shall prepay Loans such Revolving Borrowing or Swingline Borrowing in an aggregate amount equal to the lesser of (A) the amount necessary of such Revolving Borrowing or Swingline Borrowing and (B) an amount sufficient to eliminate such excess. If, on any Reset Date, the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures shall exceed 105% of the aggregate Commitments then each applicable Borrower shall, not later than the next Business Day, prepay one or more Revolving Borrowings or Swingline Borrowings in an aggregate amount sufficient to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableover 105%. (c) Prior to any optional or mandatory prepayment of Borrowings hereunderBorrowings, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Sectionbelow. (d) The applicable Borrower, Borrower Agent or the Company on behalf of applicable Borrower shall, to the applicable Borrowerextent practicable, shall notify the Administrative Applicable Agent (and in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days (or, if the date of prepayment shall be the last day of the Interest Period applicable to such Borrowing, one Business Day) before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (ba) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (cb) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (dc) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.10(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.10(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right ------------------- at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in In the event ABR Borrowings shall be outstandingand on each occasion that the outstanding principal amount of the Loans exceeds the total Commitments then in effect, the applicable Borrowers Borrower shall prepay Loans Borrowings in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall prepay Borrowings in an aggregate amount equal to 100% (or 50% in the case of a Prepayment Event pursuant to paragraph (b) of the definition thereof) of such Net Proceeds. (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section. (de) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of -------- optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.12. (f) In the event the Borrower is entitled to replace a non-consenting Lender pursuant to Section 9.02(c), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to prepay all Loans, together with accrued and unpaid interest and other amounts, owing to such Lender in accordance with Section 9.02(c) so long as (i) in the case of the prepayment of the Loans of any Lender pursuant to this Section 2.11(f), the Commitment of such Lender is terminated concurrently with such prepayment pursuant to Section 2.08(b), and (ii) break funding payments in the case of the prepayment of the Loans of any Lender, the consents required by Section 9.02(c) in connection with the prepayment pursuant to this Section 2.142.11(f) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to Sections 2.15, 2.16, 2.17 and 9.03 of this Agreement, which shall survive as to such Lender.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent . Optional prepayments of the Lenders making such LoansLoan shall be applied to the principal installments thereon due pursuant to Section 2.07 in inverse order of maturity. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such noticenotice relating to a Borrowing, 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and 2.10. (c) In addition to the repayments of the Loans required by Section 2.07(a), the Borrower shall make mandatory prepayment of the Loans as follows: (i) Within two (2) Business Days of the receipt by the Borrower or any Subsidiary of any Net Proceeds (in excess of $25,000,000 in the aggregate per calendar year) from (A) any Asset Disposition or (B) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Property or asset of the Borrower or any Subsidiary, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Proceeds (or, if less, the aggregate outstanding principal amount of the Loans). (ii) break funding payments pursuant Within two (2) Business Days of the receipt by the Borrower or any Subsidiary of any Net Proceeds from the sale or series of sales or issuance of any Equity Interests, the receipt of any equity contribution (other than Equity Interests sold to or equity contributions received from a Guarantor) or the incurrence of any Indebtedness in excess of $25,000,000 that is not permitted by Section 2.146.02(a)-(d), the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Proceeds (or, if less, the aggregate outstanding principal amount of the Loans).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless that the applicable Borrowers and Lenders Borrower shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If the sum of the aggregate Revolving Exposures and the aggregate principal amount of the outstanding Competitive Loans shall at any time exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Revolving Borrowing and (ii) on any other date in the event any ABR Borrowings Revolving Borrowing shall be outstanding, the applicable Borrowers Borrower shall prepay Revolving Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any date, the sum of the aggregate Revolving Exposures and the aggregate principal amount of the outstanding Competitive Loans shall exceed 105% of the aggregate Commitments, then the Borrower shall, not later than the next Business Day, prepay one or more Borrowings in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Applicable Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) or by telecopy of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency BorrowingBorrowing denominated in US Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of a Borrowing denominated in a Alternative Currency, not later than 11:00 a.m., London time, four Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest and other amounts to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.13.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay without premium or penalty (other than, with respect to Eurodollar Borrowings and Competitive Loans based on the LIBO Rate, payments that may become due under Section 2.16) any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless that the applicable Borrowers and Lenders Borrower shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If In the event and on such occasion that the aggregate Revolving Exposures shall plus the aggregate principal amount of outstanding Competitive Loans exceed the aggregate Revolving Commitments, then the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit cash collateral in an account with the Administrative Agent to be retained pursuant to Section 2.05(j) for so long as such condition exists) in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that, if that a notice of optional prepayment may state that such notice is given in connection with a conditional notice upon the effectiveness of termination other credit facilities or the receipt of the Commitments as contemplated by Section 2.08(c)proceeds from the issuance of other Indebtedness, then in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice (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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.in

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Revolving Exposures shall at any time exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency EURIBOR Borrowing or LIBOR Borrowing, and (ii) on any each other date in the event on which any ABR Borrowings Revolving Borrowing or Swingline Loan shall be outstanding, the applicable Borrowers Borrower shall prepay Loans (or, if no Loans are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.05(i)) in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Revolving Borrowings or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Exposures at any time shall exceed 105% of the aggregate Commitments, then the Borrower shall, within three Business Days, prepay one or more Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.05(i)) in an amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunderunder this Section, the applicable Borrower shall select specify the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment delivered pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyhand delivery or facsimile) of any optional prepayment of a Borrowing and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a Eurocurrency EURIBOR Borrowing or a LIBOR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof2.08. 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; Section and provided that, unless that the applicable Borrowers and Lenders aggregate principal amount of any prepayment that does not result in the prepayment of a Borrowing in full shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent in an integral multiple of the Lenders making such Loans$1,000,000. (b) If Until the Maturity Date, the Borrower shall from time to time prepay the Revolving Loans and Swingline Loans (and/or provide cover for LC Exposures as specified in Section 2.05(j)) in such amounts as shall be necessary so that at all times the sum of the aggregate Exposures outstanding amount of Revolving Credit Exposure plus the aggregate principal amount of Pari Passu Debt then outstanding shall not exceed the aggregate CommitmentsConsolidated Borrowing Base, then (i) on the last day of any Interest Period for any Eurocurrency Borrowingsuch amounts to be applied, and (ii) on any other date in the event ABR Borrowings shall be first, to Swingline Loans outstanding, the applicable Borrowers shall prepay second, to Revolving Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii)outstanding and, third, as applicablecover for LC Exposures outstanding. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a Federal Funds Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any BorrowerSubject to the requirements of this section and Section 2.15(f), or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If Subject to the aggregate Exposures requirements of Section 2.15(f), in the event and on each occasion that any prepayment of the Term Borrowings is required pursuant to terms of the WMT Credit Agreement, the Borrower shall exceed prepay Term Borrowings as required by the aggregate CommitmentsWMT Credit Agreement. (c) In the event and on each occasion that the Exposure on any Calculation Date exceeds 95% of the Aggregate Available Amount on such date, then the Borrower shall, as promptly as practicable and in any event within three Business Days thereafter, prepay the Loans in an amount sufficient to eliminate such excess. Any amount to be prepaid pursuant to this paragraph (c) shall be used (i) on the last day of first, to prepay any Interest Period for any Eurocurrency Borrowingoutstanding Revolving Borrowings, and (ii) on second, to prepay any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal outstanding Term Borrowings. (d) Subject to the lesser requirements of paragraphs (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such dayb) and (B) the amount of the applicable Borrowings referred to in clause (i) or (iic), as applicable. (c) Prior prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section. (de) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Local Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City Paris time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided PROVIDED that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, the Administrative Local 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 (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11.

Prepayment of Loans. (a) Any BorrowerPrior to the Maturity Date, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Revolving Credit Borrowing, in whole or in part, subject to the requirements of Section 2.16 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 noon New York City time at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan and at least three Business Days in the case of a LIBOR Loan; provided thatprovided, unless the applicable Borrowers however, that each such partial prepayment shall be in an integral multiple of $5,000,000 and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent in a minimum aggregate principal amount of the Lenders making such Loans$10,000,000. (b) If On any date when the sum of the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay outstanding Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other Borrowings effected on such date) exceeds the Total Commitment, the Borrower shall make a mandatory prepayment of the Revolving Credit Loans on in such day) and (B) amount as may be necessary so that the aggregate amount of outstanding Loans after giving effect to such prepayment does not exceed the applicable Borrowings referred Total Commitment then in effect. Any prepayments required by this paragraph shall be applied to in clause (i) or (ii), as applicableoutstanding ABR Loans up to the full amount thereof before they are applied to outstanding LIBOR Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Each notice of such prepayment pursuant to paragraph (dSection 2.12(a) shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of this Section. (d) The applicable Borrowereach Borrowing to be prepaid, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower to prepay such Borrowing(s) by the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.12 shall be accompanied by (i) accrued interest on the principal amount being prepaid, to the extent date of prepayment. All prepayments under this Section 2.12 shall be made without premium or penalty, except as otherwise required by under Section 2.11 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders . Borrower shall have otherwise agreed not be permitted to prepay any Bankers’ Acceptance or BA Loans at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loansany time. (b) If the aggregate Exposures shall exceed the aggregate Commitmentseither a Global Borrowing Base Deficiency or a Canadian Borrowing Base Deficiency occurs, then Borrower shall take the following actions: (i) in the case of a Global Borrowing Base Deficiency resulting from a redetermination or reduction of the Global Borrowing Base, Borrower shall, within ten (10) days following the Deficiency Notification Date (as defined in the U.S. Credit Agreement), provide written notice (the “Election Notice”) to the Global Administrative Agent and the Canadian Administrative Agent stating the action which Borrower proposes to take to remedy such deficiency, and Borrower shall thereafter, at its option, either (A) within thirty (30) days following the delivery of the Election Notice, prepay Combined Loans in an aggregate principal amount equal to such deficiency, together with interest on the principal amount paid accrued to the date of such prepayment, (B) eliminate such deficiency by making three (3) consecutive monthly mandatory prepayments of the Combined Loans, together with interest on the principal amount paid accrued to the date of such prepayment, each such payment to be in the amount of 1/3rd of the amount of such deficiency, commencing on the last day of any Interest Period for any Eurocurrency Borrowingthe month in which the Election Notice is delivered, and continuing on the last day of each month thereafter, (C) within ninety (90) days following the delivery of the Election Notice, submit (and pledge as Collateral) additional Oil and Gas Properties owned by Borrower or any other Loan Party for consideration in connection with the determination of the Global Borrowing Base which the Global Administrative Agent, the Canadian Administrative Agent and the Combined Lenders deem sufficient in their sole discretion to eliminate such deficiency, or (D) within ninety (90) days following the delivery of the Election Notice, eliminate such deficiency through a combination of prepayments and submission of additional Oil and Gas Properties as set forth in subclauses (A) and (C) above, and, if after prepaying the Combined Loans (other than Bankers’ Acceptances) pursuant to subclauses (A), (B) or (D) above, a Global Borrowing Base Deficiency remains as a result of a BA Exposure, Borrower shall pay to the Canadian Administrative Agent an amount equal to such remaining Global Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.21(m), and, if after prepaying all of the Combined Loans (other than Bankers’ Acceptances) and providing cash collateral for all Bankers’ Acceptances pursuant to this Section, a Global Borrowing Base Deficiency remains as a result of any LC Exposure or any “LC Exposure” under the U.S. Credit Agreement, Borrower shall pay to the Global Administrative Agent an amount equal to such remaining Global Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.4(i); (ii) in the case of a Canadian Borrowing Base Deficiency resulting from a redetermination or reduction of the Global Borrowing Base, take the action described under clause (i) above (except that prepayments shall be made in respect of Loans made pursuant to this Agreement); (iii) in the case of a Canadian Borrowing Base Deficiency resulting from an asset disposition pursuant to Section 2.7(g) of the U.S. Credit Agreement, utilize the Net Proceeds of such asset disposition to take the action described under clause (i) above (except that prepayments shall first be made in respect of Loans made pursuant to this Agreement); provided that if a prepayment or deposit is required under this clause (iii), then Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the Business Day immediately following the receipt by Borrower or any other date Loan Party of any Net Proceeds from such asset disposition; (iv) in the event ABR Borrowings shall be outstandingcase of a Canadian Borrowing Base Deficiency resulting from a reallocation of the Global Borrowing Base pursuant to Section 2.7(d) of the U.S. Credit Agreement, the applicable Borrowers shall prepay Loans in an aggregate principal amount equal to such deficiency, together with interest on the principal amount paid accrued to the date of such prepayment, and if a Canadian Borrowing Base Deficiency remains after prepaying all of the Loans as a result of any LC Exposure, pay to the Global Administrative Agent an amount equal to such remaining Canadian Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.4(i); it being understood that Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the effective date of such reallocation; (v) notwithstanding anything in this Section 2.10 to the contrary, in the event that a Canadian Borrowing Base Deficiency exists at a time when no Global Borrowing Base Deficiency exists, then, to the extent that such action would cure (in whole or in part) such Canadian Borrowing Base Deficiency, Borrower may reallocate the Global Borrowing Base between the Allocated U.S. Borrowing Base and the Allocated Canadian Borrowing Base by providing the Global Administrative Agent and the Canadian Administrative Agent with its election to do so (which election will designate the relevant reallocations) on the Business Day on which such Canadian Borrowing Base Deficiency occurs; provided, however, that no reallocation shall be permitted to the extent such reallocation would cause the aggregate “Credit Exposure” of the U.S. Lenders under the U.S. Credit Agreement to be greater than the lesser of the aggregate “Commitments” thereunder and the Allocated U.S. Borrowing Base; and (Avi) in the amount necessary to eliminate such excess (after giving effect to case of a Global Borrowing Base Deficiency or any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to Canadian Borrowing Base Deficiency not resulting from a reason described in clause clauses (i) or ), (ii), (iii) or (iv) above, Borrower will prepay within thirty (30) days the Loans and “Loans” under the U.S. Credit Agreement in an aggregate principal amount equal to such Global Borrowing Base Deficiency or Canadian Borrowing Base Deficiency together, in each case, with unpaid interest thereon accrued to the date of such prepayment and, if after prepaying all such Loans and “Loans” under the U.S. Credit Agreement, a Global Borrowing Base Deficiency remains as applicablea result of any LC Exposure, pay to the Global Administrative Agent an amount equal to such remaining Global Borrowing Base Deficiency to be held as cash collateral as provided in Section 2.4(i). (c) Prior Notwithstanding any other provision of this Section 2.10, if at any time the Credit Exposure of any Lender exceeds its Commitment, Borrower will forthwith prepay the Loans of such Lender in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the date of such prepayment, and if any optional or mandatory prepayment excess remains after prepaying all of Borrowings hereundersuch Loans as a result of any LC Exposure of such Lender, pay to the applicable Global Administrative Agent an amount equal to such remaining excess to be held as cash collateral for such Lender as provided in Section 2.4(i). Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment make prepayments pursuant to paragraph this clause (dc) of this Sectionprior to making prepayments pursuant to clause (b) above. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Global Administrative Agent and the Canadian Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 1:00 p.m., Toronto time, two Business Days before the date of prepayment or (ii) in the case of prepayment of a Canadian Prime Borrowing or USBR Borrowing, not later than 11:00 a.m., New York City Toronto time, three Business Days before on the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid (which amount shall be in a minimum principal amount of U.S.$1,000,000 or C$1,000,000, as the case may be (or the aggregate amount of the Obligations hereunder at such time, if a lesser amount), and in U.S.$500,000 or C$500,000 increments in excess thereof (or such other lesser amount in excess thereof in the event that prepayment is with respect to all Obligations hereunder)); provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.8. Promptly following receipt of any such noticenotice relating to a Borrowing, the Canadian 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 2.022.2. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.12 and by any other amounts then due under this Agreement (ii) break funding payments pursuant to including all amounts due under Section 2.142.16).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Borrower, in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate CommitmentsCommitments under such Tranche, then (i) on the last day of any Interest Period for any Eurocurrency LIBOR Borrowing or EURIBOR Borrowing, and the last day of any Contract Period for any B/A Drawing under such Tranche and (ii) on any each other date in the event on which any ABR Borrowings Revolving Borrowing, Canadian Prime Rate Borrowing or Swingline Loan shall be outstandingoutstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans or payment of B/As on such day) and (B) the amount of the applicable Borrowings Revolving Borrowings, B/A Drawings or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Credit Exposures under any Tranche on the last day of any month (or on any other date specified by Lenders representing more than 50% of the Commitments under such Tranche) shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable BorrowerBorrower shall notify the Administrative Agent (and, or in the Company case of prepayment of a Swingline Loan, the Swingline Lender) by a fax notice signed by a Financial Officer on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) Borrower of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency BorrowingLIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, three Business Days before the date of such prepayment and (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (ii) in the case of a LIBOR Borrowing denominated in Canadian Dollars, Sterling or an Alternative Currency or a EURIBOR Borrowing, not later than 12:00 noon, Local Time, three Business days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, one Business Day before the date of such prepayment and (d) in the case of a Canadian Prime Rate Borrowing, not later than 12:00 noon, Local Time, the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.09(c), then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.08(c2.09(c). Promptly following receipt of any such notice, 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 and in the same currency as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable[RESERVED]. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph clause (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, time three Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and repayment date, the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then all outstanding Loans may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or the consummation of a securities offering in order to refinance in full all Obligations hereunder, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such 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 2.022.2, 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 repaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments any compensation pursuant to Section 2.14.2.16, if applicable. 509265-0507-14367-Active.16189227.17

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (dc) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the aggregate Exposures shall exceed event and on each occasion that any Net Proceeds are received by or on behalf of the aggregate Commitments, then (i) on the last day Borrower or any Subsidiary in respect of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstandingReduction Event, the applicable Borrowers shall Borrower shall, not later than the third Business Day immediately following the day on which such Net Proceeds are received, prepay Loans Borrowings in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (Bi) the amount of Loans outstanding at the applicable Borrowings referred to in clause (i) or time of such prepayment and (ii) the amount of such Net Proceeds. If the amount of such Net Proceeds received in respect of a Reduction Event exceeds the amount of Loans required to be repaid under this Section 2.09(b), the Commitments will be reduced by an amount equal to such excess as applicableprovided in Section 2.07(d). (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional or mandatory prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.07. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate amount that would be permitted in the case is an integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$1,000,000 and not less than $25,000,000. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Borrower, in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate CommitmentsCommitments under such Tranche, then (i) on the last day of any Interest Period for any Eurocurrency LIBOR Borrowing or EURIBOR Borrowing, and the last day of any Contract Period for any B/A Drawing under such Tranche and (ii) on any each other date in the event on which any ABR Borrowings Revolving Borrowing or Swingline Loan shall be outstandingoutstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans or payment of B/As on such day) and (B) the amount of the applicable Borrowings Revolving Borrowings, B/A Drawings or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Credit Exposures under any Tranche on the last day of any month (or on any other date specified by Lenders representing more than 50% of the Commitments under such Tranche) shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable BorrowerBorrower shall notify the Administrative Agent (and, or in the Company case of prepayment of a Swingline Loan, the Swingline Lender) by a telecopy notice signed by a Financial Officer on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) Borrower of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency BorrowingLIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, three Business Days before the date of such prepayment and (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (ii) in the case of a LIBOR Borrowing denominated in Canadian Dollars, Sterling or an Alternative Currency or a EURIBOR Borrowing, not later than 12:00 noon, Local Time, three Business days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, one Business Day before the date of such prepayment and (d) in the case of a Canadian Prime Rate Borrowing, not later than 12:00 noon, Local Time, the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.09(c), then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.08(c2.09(c). Promptly following receipt of any such notice, 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay prepay, without penalty, any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were madesubject to Section 2.15, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loansif applicable. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City 1:00 p.m. (Eastern time), three (3) Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City 1:00 p.m. (Eastern time), one (1) Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such noticenotice relating to a Borrowing, 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and 2.12. (iic) break funding payments In connection with the prepayment of any Loan prior to the expiration of the Interest Period applicable thereto, the Borrower shall also pay any applicable expenses pursuant to Section 2.142.15. (d) Amounts to be applied to the prepayment of Loans pursuant to any of the preceding subsections of this Section shall be applied, first, to reduce outstanding ABR Loans and next, to the extent of any remaining balance, to reduce outstanding Eurodollar Loans. Each such prepayment shall be applied to prepay ratably the Loans of the Lenders.

Prepayment of Loans. (a) Any Borrower, or the The Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (dSection 2.10(b) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loanshereof. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile in the form of Exhibit 2.10 (a “Notice of Prepayment”)) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, Type and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatEach partial prepayment shall be in an aggregate amount not less than, if a notice and shall be an integral multiple of, the amounts shown below with respect to the applicable Type of optional prepayment is given in connection with a conditional notice of termination of Loan or Borrowing (or such lesser amount equal to the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). outstanding Borrowings): Eurodollar Borrowing $ 1,000,000 $ 3,000,000 ABR Borrowing 1,000,000 1,000,000 Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. If the Company fails to designate the Type of Borrowings to be prepaid, partial prepayments shall be applied first to the outstanding ABR Borrowings until all such outstanding principal of ABR Borrowings are repaid in full, and then to the outstanding principal amount of Eurodollar Borrowings. 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless that the applicable Borrowers and Lenders Borrower shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If the aggregate sum of the total Revolving Exposures and the total Competitive Loan Exposures shall at any time exceed the aggregate Revolving Commitments, then (i) on the last day of any Interest Period for applicable to any Eurocurrency Borrowing, LIBO Rate Revolving Borrowing and (ii) on any other date in the event any ABR Borrowings Revolving Borrowing shall be outstanding, the applicable Borrowers Borrower shall prepay Revolving Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any date, the sum of the total Revolving Exposures and the total Competitive Loan Exposures shall exceed 105% of the aggregate Revolving Commitments, then the Borrower shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Borrowings in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Applicable Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopy) or by telecopy of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency BorrowingLIBO Rate Borrowing denominated in US Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of a Borrowing denominated in a Alternative Currency, not later than 11:00 a.m., London time, four Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment or (iv) in the case of prepayment of a Swingline Loan made by JPMCB, not later than 4:00 p.m., New York City time, on the date of prepayment or, in the case of prepayment of a Swingline Loan made by any other Swingline Lender, not later than 3:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such notice, 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 Class and Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the The Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.10. (b) If at any time the aggregate Exposures shall exceed Total Revolving Credit Exposure exceeds the aggregate Total Revolving Credit Commitments, then then, the Company shall, without notice or demand, immediately (i) on prepay the last day of any Interest Period for any Eurocurrency Borrowing, Revolving Credit Borrowings or Swingline Loans in an aggregate principal amount equal to such excess and (ii) on if any other date in excess remains (or would remain) after prepaying all of the event ABR Revolving Credit Borrowings shall be outstandingand Swingline Loans as a result of an LC Exposure, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate cash collateralize such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to as provided in clause (i) or (iiSection 2.05(n), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopyhand delivery or fax) or in writing of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Term SOFR Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment (or such prepaymentshorter period as may be agreed to by the Administrative Agent in writing), (ii) in the case of prepayment of an ABR Borrowing (other than a Swingline Loan), not later than 11:00 a.m., New York City time, on the date of prepayment (or such later time as may be agreed to by the Administrative Agent in writing) and (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 p.m., New York City time, on the date of prepayment (or such later time as may be agreed to by the applicable Swingline Lender and the Administrative Agent in writing). Each such notice shall be irrevocable and shall specify the prepayment date and date, the Borrowing or Borrowings to be prepaid, the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination or reduction of the any Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked by the Company (by notice to the Administrative Agent) if such notice of termination or reduction is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the applicable Class 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 2.022.02 (or, if less, the outstanding principal amount of the Loans). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any BorrowerPrior to the Termination Date, the Borrower or the Company on behalf of any Borrower, applicable Subsidiary Borrower shall have the right at any time time, and from time to time time, to prepay any Borrowing of such Borrower Revolving Credit Borrowing, in whole or in part, subject to the requirements of Section 2.18 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent (which shall promptly notify each Lender) before 2:00 p.m. New York City time of at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan or FFR Loan, and of at least three Working Days in the case of a LIBOR Loan; provided that, unless the applicable Borrowers and Lenders that each such partial prepayment shall have otherwise agreed at the time such Loans were made, Competitive Loans be in a minimum aggregate principal Dollar Equivalent Amount of $1,000,000 or Contract Loans may be prepaid only with the consent of the Lenders making such Loansa whole multiple in excess thereof. (b) If On any date when the sum of the Dollar Equivalent Amount of the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay outstanding Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other Borrowings effected on such date) exceeds the Total Commitment, the Borrower and/or any applicable Subsidiary Borrower shall make a mandatory prepayment of the Loans on in such day) and (B) amount as may be necessary so that the Dollar Equivalent Amount of the aggregate amount of outstanding Loans after giving effect to such prepayment does not exceed the applicable Borrowings referred Total Commitment then in effect. Any prepayments required by this paragraph shall be applied first to outstanding ABR Loans and second to FFR Loans, in clause (i) or (ii)each case, as applicableup to the full amount thereof before they are applied to outstanding LIBOR Loans. (c) Prior On any date the Borrower shall cease to own, directly or through wholly-owned Subsidiaries, all of the capital stock of any optional Subsidiary Borrower, free and clear of any direct or indirect Liens, such Subsidiary Borrower shall make a mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings all outstanding Loans made to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Sectionit. (d) The applicable BorrowerEach notice of prepayment pursuant to this Section 2.14 shall specify the specific Borrowing(s), or the Company on behalf prepayment date and the aggregate principal amount of the applicable Borrowereach Borrowing to be prepaid, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower or the principal applicable Subsidiary Borrower to prepay such Borrowing(s) by the amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.14 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 date of prepayment and (ii) break funding payments any amounts due pursuant to Section 2.142.18.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (dSection 2.11(b) of this Section; provided thathereof. In addition, unless and without limiting the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent generality of the Lenders making such Loans.foregoing, if at any time: (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day aggregate outstanding principal balance of any Interest Period for any Eurocurrency Borrowing, and the Loans exceeds the Borrowing Base Loan Amount (iias most recently calculated pursuant to the terms hereof) on any other date in then the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to within fifteen (15) Business Days from the lesser of occurrence thereof either (A) repay the Loans by the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and or (B) increase the Borrowing Base Loan Amount by an amount equal to or greater than such excess by adding one or more Properties as additional Borrowing Base Properties in accordance with Section 4.03 hereof; (ii) the aggregate Revolving Credit Exposure of the Lenders exceeds the Maximum Revolver Amount at such time, the Borrowers shall upon demand repay the Loans by the amount necessary to eliminate such excess; or (iii) the aggregate outstanding principal balance of Working Capital Loans exceeds the applicable Borrowings referred Maximum Working Capital Amount at such time, the Borrowers shall upon demand repay the Working Capital Loans by the amount necessary to in clause (i) or (ii), as applicableeliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (db) The applicable Borrower, or the Company on behalf of the applicable Borrower, Administrative Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three time five (5) Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such noticenotice relating to a Loan, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Loan 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 2.02not less than $1,000,000. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments Loan shall be accompanied by payment of (i) accrued and unpaid Interest on the principal amount being prepaid, (ii) the amounts required to be paid pursuant to Section 2.11(c) hereof, (iii) all accrued and unpaid fees and expenses incurred by the Administrative Agent in connection with the Loans and, (iv) all fees and expenses incurred by the Administrative Agent in connection with the prepayment of the Loans, and (v) all Additional Interest and any other amounts due and payable hereunder, and under the Notes, the Mortgage and the other Financing Documents. (c) Concurrently with any prepayment of principal pursuant to this Section 2.11, pursuant to Section 4.04(b) hereof or pursuant to any other provision hereof, the Borrowers shall, as a further condition of such prepayment, (i) in the case of any Lender Interest Rate Protection Agreement other than an interest rate cap, cause a reduction of the notional amount of such interest rate protection arrangement so as to cause such notional amount to correspond to the extent required aggregate outstanding principal balance of the Loans, after giving effect to such prepayment, (ii) pay all sums, if any, payable by Section 2.11 any Borrower pursuant to any Interest Rate Protection Agreement with respect to such reduction and (ii) break funding payments provide evidence to the Administrative Agent of the Borrowers’ compliance with clauses (i) and (ii) of this Section 2.11(c). (d) Any prepayment of principal made pursuant to Section 2.142.11(a) hereof, shall be applied as follows: (i) first, to the outstanding principal balance of Working Capital Loans outstanding, until paid in full, (ii) second, to the outstanding principal balance of all other Loans outstanding until paid in full, and (iii) third, to all other outstanding Obligations, in such order as the Administrative Agent shall determine.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided thatprovided, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, that Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures of any Class shall exceed the aggregate Commitments of such Class (reduced, in the case of the US Tranche Commitments, by the aggregate amount of the US Tranche Lenders’ Competitive Loan Exposures), then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Revolving Borrowing or TIBOR Borrowing of such Class and (ii) on any other date in the event ABR Revolving Borrowings or Yen Base Rate Revolving Borrowings shall be outstandingoutstanding under such Class, the applicable Borrowers shall prepay Revolving Loans or Competitive Loans of such Class in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any Reset Date, the aggregate amount of the Exposures of any Class shall exceed 105% of the aggregate Commitments of such Class (reduced, in the case of the US Tranche Commitments, by the aggregate amount of the US Tranche Lenders’ Competitive Loan Exposures), then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings of such Class in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Applicable Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of such prepayment prepayment, (b) in the case of a TIBOR Borrowing, not later than 5:00 p.m., Local Time, four Business Days before the date of such prepayment, and (iic) in the case of an ABR Borrowing or a Yen Base Rate Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.09(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.09(c). Promptly following receipt of any such notice, the Administrative Applicable 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (but subject to break funding payments required by Section 2.16), subject to prior notice in accordance with paragraph (d) the provisions of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (iiSection 2.11(a), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable . The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Borrowing (other than an ABR Borrowing), not later than 11:00 a.m.12:00 noon, New York City time, three (3) Business Days (or such shorter period of time as the Administrative Agent may agree) before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before on the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 pm, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, (y) if a notice of optional prepayment is given in connection with a conditional notice of reduction or termination of the Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of reduction or termination is revoked in accordance with Section 2.08(c)2.09 and (z) a notice of prepayment by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the 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 noticenotice relating to a Borrowing, 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. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term A Loan Borrowing of another Class shall be applied ratably to the Term A Loans included in the prepaid Term A Loan Borrowing of such Class in such order of application as directed by the Borrower. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) any break funding payments required by Section 2.16. (b) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the aggregate principal Dollar Amount of the Total Revolving Credit Exposure (calculated, with respect to those Borrowings denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Borrowing) exceeds the aggregate Revolving Commitments or (B) the aggregate principal Dollar Amount of the Total Revolving Credit Exposure denominated in Euro, Sterling or any other Alternative Currency (each, a “Foreign Currency Exposure”) (so calculated), as of the most recent Computation Date with respect to each such Borrowing, exceeds Euro Sublimit, Sterling Sublimit or a Foreign Currency Sublimit applicable to such Alternative Currency, respectively (the applicable Euro Sublimit, Sterling Sublimit and Foreign Currency Sublimit for another Alternative Currency, the “Applicable Foreign Currency Sublimit”), or (ii) solely as a result of fluctuations in currency exchange rates, (A) the aggregate principal Dollar Amount of the Total Revolving Credit Exposure (so calculated) exceeds 105% of the aggregate Revolving Commitments or (B) the Foreign Currency Exposure with respect to any Alternative Currency, as of the most recent Computation Date with respect to each such Borrowing, exceeds 105% of the Applicable Foreign Currency Sublimit for such Alternative Currency, the Borrower shall, within two Business Days after receipt of written notice from the Administrative Agent, in each such case repay Revolving Borrowings in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of the Total Revolving Credit Exposure (so calculated) to be less than or equal to the aggregate Revolving Commitments and (y) the Foreign Currency Exposure with respect to each Alternative Currency to be less than or equal to the Applicable Foreign Currency Sublimit for such Alternative Currency, as applicable. (c) Upon the incurrence or issuance of any Debt for borrowed money by the Borrower and/or any of its Restricted Subsidiaries (other than any Debt permitted by Section 6.02, excluding any Permitted Credit Agreement Refinancing Indebtedness), the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the Net Proceeds received in connection with the incurrence or issuance of such Debt (such prepayments to be applied to prepay the Term Loans as set forth in Section 2.11(f) below or, with respect to Permitted Credit Agreement Refinancing Indebtedness, to prepay the Loans as set forth in Section 2.11(g) below) no later than (1) in the case of the incurrence or issuance by the Borrower or a Domestic Subsidiary, the fifth Business Day or (2) in the case of the incurrence or issuance by a Foreign Subsidiary, the tenth Business Day, in each case, following receipt of such Net Proceeds by the Borrower and/or its Restricted Subsidiaries. (d) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower shall, within five Business Days after such Net Proceeds are received, prepay the Term Loans in an aggregate amount equal to 100% of such Net Proceeds; provided that, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower and/or any of its Restricted Subsidiaries intends to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Proceeds, to acquire (or replace, rebuild, construct or upgrade) real property, equipment or other tangible assets (excluding inventory) to be used in the business of the Borrower and/or any of its Restricted Subsidiaries, to make Permitted Acquisitions and/or other permitted Investments (excluding cash and Cash Equivalents and Investments in the Borrower and its Restricted Subsidiaries), to reimburse the cost of any of the foregoing and/or, in the case of any Net Proceeds received by a Foreign Subsidiary, to make a repayment under any local credit facility constituting Debt to the extent required by such credit facility and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided further that, to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if, by the end of such initial 365-day period, the Borrower and/or one or more of its Restricted Subsidiaries shall have entered into an agreement with an unaffiliated third party to use such Net Proceeds as provided above), a prepayment on the last day of such period shall be required in an amount equal to such Net Proceeds that have not been so applied. (e) [Reserved]. (f) Each prepayment of Term Loans pursuant to Sections 2.11(c) (other than with respect to Permitted Credit Agreement Refinancing Indebtedness) and 2.11(d) shall be applied on a pro rata basis to each Class of the Term Loans (or, with respect to any Incremental Term Loans, on a less than pro rata basis, as provided in the applicable Incremental Amendment). All amounts prepaid pursuant to Sections 2.11(c) (other than with respect to Permitted Credit Agreement Refinancing Indebtedness) and 2.11(d) shall, unless otherwise directed by the Borrower, be applied to the scheduled amortization payments of each applicable Class of the Term Loans in direct order of maturity. (g) Notwithstanding the foregoing, in the case of prepayments made pursuant to Section 2.142.11(c) in respect of any Permitted Credit Agreement Refinancing Indebtedness, such prepayment shall be applied solely to those applicable Class of Term Loans with respect to which such Permitted Credit Agreement Refinancing Indebtedness is being incurred. (h) Notwithstanding any other provisions of this Section 2.11 to the contrary, (i) the Borrower shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(d) above to the extent that the relevant Net Proceeds in respect of a Prepayment Event are received by any Foreign Subsidiary (each such event, a “Foreign Subsidiary Asset Sale Recovery Event”), as the case may be, to the extent that repatriation of any or all amounts of the Net Proceeds of any Prepayment Event by a Foreign Subsidiary giving rise to a prepayment event under Section 2.11(d) is prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to the portion of such Net Proceeds so affected will not be required to be paid by the Borrower in respect of the applicable Classes of Term Loans at the times provided in this Section 2.11 so long as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds amounts would be permitted under the applicable local law, the Borrower will promptly (and in any event not later than five (5) Business Days after the date that such repatriation would be permitted under applicable local law) prepay the applicable Classes of Term Loans in an amount equal to such Net Proceeds which amount shall be applied to the repayment of the applicable Classes of Term Loans pursuant to this Section 2.11 to the extent otherwise provided herein or (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all Net Proceeds amounts from such Foreign Subsidiary Asset Sale Recovery Event could reasonably be expected to result in a material adverse tax consequence to the Borrower or its Subsidiaries with respect to such Net Proceeds amounts, the Borrower shall have no obligation to repay an amount equal to such Net Proceeds amounts so affected until such time that such amounts could be repatriated without incurring such material adverse tax consequence, and once any of such affected Net Proceeds amounts is able to be repatriated to the United States without such material adverse tax consequence, the Borrower will promptly (and in any event not later than five (5) Business Days after such repatriation would cease to incur such material adverse tax consequence) prepay the applicable Class of Term Loans in an amount equal to such Net Proceeds amount, which amount shall be applied to the repayment of the applicable Class of Term Loans pursuant to this Section 2.11 to the extent otherwise provided herein. Nothing in this Section 2.11 shall be construed as a covenant by any Foreign Subsidiary to distribute any amounts to any Loan Party or a covenant by the Borrower or any Loan Party to cause any Foreign Subsidiary to distribute any amounts to any Loan Party (it being understood that this Section 2.11(h) requires only that the Borrower repay the applicable Class of Term Loans in certain amounts calculated by reference to certain Foreign Subsidiary Asset Sale Recovery Events). (i) With respect to any prepayment of Term Loans pursuant to Section 2.11(d), any Term Lender entitled to receive such prepayment, at its option, may elect not to accept such prepayment. Upon receipt by the Administrative Agent of any such prepayment of Term Loans, the amount of the prepayment that is available to prepay the Term Loans (the “Prepayment Amount”) shall be deposited in a cash collateral account on terms reasonably satisfactory to the Administrative Agent and the Borrower, pending application of such amount on the Prepayment Date as set forth below and promptly after the date of such receipt, the Administrative Agent shall notify the applicable Term Lenders of the amount available to prepay the applicable Class of Term Loans and the date on which such prepayment shall be made (the “Prepayment Date”). Any Lender declining such prepayment (a “Declining Lender”) shall give written notice to the Administrative Agent before 11:00 a.m. on the Business Day immediately preceding the Prepayment Date. On the Prepayment Date, an amount equal to that portion of the Prepayment Amount accepted by the applicable Term Lenders other than the Declining Lenders (such Lenders being the “Accepting Lenders”) to prepay the applicable Class of Term Loans owing to such Accepting Lenders shall be withdrawn from the applicable cash collateral account and applied ratably to prepay Term Loans owing to such Accepting Lenders in the manner described in Section 2.11(f) for such prepayment. Any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders shall be retained or applied as directed by the Borrower.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If Upon the aggregate Exposures shall exceed the aggregate Commitmentsoccurrence of an Existing Hotel Property Management Contract Prepayment Event, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstandingif any, the applicable Borrowers shall Borrower shall, within three Business Days after such Existing Hotel Property Management Contract Prepayment Event, prepay Loans Term Borrowings in an a principal amount equal to the lesser product of the aggregate principal amount of Term Loans outstanding as of such date multiplied by a fraction, the numerator of which is (Ax) the amount necessary portion of Total Management Revenues for the most recently ended four fiscal quarter period immediately prior to eliminate the date of such excess Existing Hotel Property Management Contract Prepayment Event for which financial statements have been delivered pursuant to Section 5.01 attributable to the applicable terminated or non-renewed Existing Hotel Property Management Contract (after as estimated by a Financial Officer in good faith), and the denominator of which is (y) the Total Management Revenues for the most recently ended four fiscal quarter period immediately prior to the date of such Existing Hotel Property Management Contract Prepayment Event for which financial statements have been delivered pursuant to Section 5.01 (determined, if applicable, on a pro forma basis giving effect to any the termination or non-renewal of all other prepayment Existing Hotel Property Management Contracts having been terminated or not renewed during such four consecutive fiscal quarter period as if each such termination or non-renewal occurred on the first day of Loans on such day) four consecutive fiscal quarter period, and (B) the amount of the applicable Borrowings referred to as estimated by a Financial Officer in clause (i) or (iigood faith), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section, provided, that any Term Lender may elect, by notice to the Administrative Agent by telephone (confirmed by telecopy) at least one Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to this Section (other than an optional prepayment pursuant to paragraph (a) of this Section, which may not be declined), in which case the aggregate amount of the prepayment shall be reduced by such amount. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of optional prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.08(c), then amount of such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)prepayment. Promptly following receipt of any such 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 (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Loan in whole or in part, without premium or penalty (but subject to clause (d) below and Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.10. (b) If Within five (5) Business Days upon receipt thereof by Hexion or any of its Subsidiaries, all Net Proceeds shall be applied to prepay Loans in accordance with clause (c) of Section 2.10. (c) Anything contained herein to the aggregate Exposures contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans, not less than three (3) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall exceed notify Administrative Agent of the aggregate Commitmentsamount of such prepayment, then and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of (i) the amount of such Lender’s pro rata share of such Waivable Mandatory Prepayment and (ii) if the Borrower shall, in its sole discretion, so instruct the Administrative Agent, such Lender’s option to refuse such amount. In the event that the Borrower offers to the Lenders the option to refuse a Waivable Mandatory Prepayment, each such Lender may exercise such option by giving written notice to the Administrative Agent of its election to do so on or before the last day second Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Administrative Agent of any Interest Period for any Eurocurrency Borrowingits election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall pay to Administrative Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option (each, an “Accepting Lender”), to prepay the Term Loans of such Accepting Lenders, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount that portion of the applicable Borrowings referred Waivable Mandatory Prepayment otherwise payable to in clause (i) or (ii)those Lenders that have elected to exercise such option, as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this SectionBorrower. (d) The applicable BorrowerIn the event that, on or prior to the date that is six months after the DIP Closing Date, the Borrower shall (x) make a prepayment of the Term Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long-term secured term loans that have an All-in Yield that is less than the All-in Yield of such Term Loans, (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term Loans or (z) prepay, repay, refinance, substitute or replace all or any portion of the Term Loans pursuant to Section 2.19(c) as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent or amendment in connection with a repricing event that reduces the Company on behalf All-in Yield of the Term Loans (other than, in the case of each of clauses (x), (y) and (z), in connection with a Change in Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable BorrowerLenders, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (iA) in the case of clause (x), a Eurocurrency Borrowingprepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, not later than 11:00 a.m.(B) in the case of clause (y), New York City timea fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans for which the All-In Yield has been reduced pursuant to such amendment and (C) in the case of clause (z), three Business Days before a fee equal to 1.00% of the principal amount of the applicable Term Loans so prepaid, repaid, refinanced, substituted or replaced. Such amounts shall be due and payable on the date of such prepayment and or the effective date of such amendment, as the case may be. For purposes of this Section 2.11(d), a transformative acquisition is any acquisition by Hexion or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) in if permitted by the case terms of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date Loan Documents immediately prior to the consummation of such prepayment. Each acquisition, would not provide Hexion and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatconsummation, if a notice of optional prepayment is given as determined by Hexion in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14good faith.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph subsection (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If on any Reset Date, the aggregate amount of Yen Enabled Exposures shall exceed 105% of the aggregate Yen Enabled Commitments, then (i) on the last day of any Interest Period for any Eurocurrency BorrowingJapanese Borrowers shall, and (ii) on any other date in not later than the event ABR second succeeding Business Day, prepay one or more Yen Enabled Revolving Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an aggregate principal amount equal to the lesser of (A) the amount necessary sufficient to eliminate such excess (after giving effect to excess. If on any other prepayment of Loans on such day) and (B) Reset Date, the aggregate amount of Singapore Dollar Enabled Exposures shall exceed 105% of the applicable aggregate Singapore Dollar Enabled Commitments, then the Singapore Borrowers shall, not later than the second succeeding Business Day, prepay one or more Singapore Dollar Enabled Revolving Borrowings referred in an aggregate principal amount sufficient to eliminate such excess. If, on any Reset Date, the aggregate outstanding amount of Multicurrency Revolving Committed Loans denominated in clause (i) or (ii)a Designated Foreign Currency made to Swiss Borrowers, US Borrowers and, solely to the extent approved by the Administrative Agent and all of the Lenders pursuant to Section 2.20, Additional Foreign Borrowers, as the case may be, shall exceed 105% of the Designated Foreign Currency Sublimit then in effect, then such Swiss Borrowers, US Borrowers and, if applicable, the Additional Foreign Borrower shall, not later than the second succeeding Business Day, prepay one or more Multicurrency Revolving Committed Borrowings denominated in a Designated Foreign Currency in an aggregate principal amount sufficient to reduce such outstanding amount as of such date of payment to an amount not to exceed 100% of the Designated Foreign Currency Sublimit then in effect. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrowing Agent, on behalf of each applicable Borrower Borrower, shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph subsection (d) of this Section. (d) The applicable Borrower, or the Company Borrowing Agent on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder hereunder, which may be given by (x) telephone or (y) a Prepayment Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Prepayment Notice, (i) in the case of a Eurocurrency BorrowingTerm SOFR Borrowing designated in Dollars, not later than 11:00 a.m.1:00 p.m., New York City timeLocal Time, three Business Days before the date of such prepayment prepayment, (b) in the case of a Borrowing designated in a Designated Foreign Currency or Singapore Dollars, not later than 1:00 p.m., Local Time, four Business Days before the date of such prepayment, and (iic) in the case of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City timeLocal Time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and irrevocable, shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination or reduction of the Commitments as contemplated by Section 2.08(c)2.09(c) or the effectiveness of credit facilities or Debt, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.08(c)by the Company (by notice to the Administrative Agent on or prior to the specific prepayment date) if such condition is not satisfied. Promptly following receipt of any such notice, 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the event and on each occasion that any Prepayment Event occurs, the Borrower shall reduce the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day Commitments of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans all Lenders in an amount equal to 100% of the lesser Net Proceeds in respect of (A) the amount necessary to eliminate such excess Prepayment Event (after giving effect to any other prepayment of Loans on such day) and (B) subtracting, if applicable, the amount of such Net Proceeds applied within 365 days of receipt thereof in the manner described in the applicable clause of the definition of "Prepayment Event"). Reductions in Commitments shall be allocated pro rata among the Lenders based on the amount of outstanding Commitments. Any such reduction of Commitments shall be accompanied by prepayment of Borrowings referred to in clause (i) or (ii), the extent the Revolving Exposure exceeds the total amount of the Commitments as applicableso reduced. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. Any reduction of the Commitments shall be accompanied by prepayment of Loans to the extent the aggregate amount of such Loans outstanding exceeds the total amount of the Commitments as so reduced. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of prepayment of an ABR Borrowing, Borrowing not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory commitment reduction or prepayment, a reasonably detailed calculation of the amount of such commitment reduction or prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.07. Promptly following receipt of any such 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 (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If Subject to the aggregate Exposures shall exceed provisions of Section 5.08(b), in the aggregate Commitmentsevent and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, then the Borrower shall, within three Business Days after such Net Proceeds are received, (i) on deliver to the last day Administrative Agent a certificate signed by an executive officer of any Interest Period for any Eurocurrency Borrowing, the Borrower with respect to the computation of such Net Proceeds and (ii) on any other date in the event ABR prepay Term Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableNet Proceeds. (c) Following the end of each fiscal yam of the Borrower, commencing with the fiscal year ending December 31, 1998, the Borrower shall prepay Term Borrowings in an aggregate amount equal to 75 % of Excess Cash Flow for such fiscal year, provided that such percentage shall be reduced from 75 % to 50 % with respect to the mandatory prepayment under this paragraph (c) in respect of any fiscal year if the Leverage Ratio as of the first Applicable Rate Determination Date following the end of such fiscal year is less than 4.00 to 1.00. Each prepayment pursuant to this paragraph shall be made on or before the date that is three Business Days after the date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 123 days after the end of each such fiscal year). (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be the prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section. , provided that each prepayment of Borrowings of any Class shall be applied to prepay ABR Borrowings of such Class before any other Borrowings of such Class. In the event of any optional or mandatory prepayment of Term Borrowings made at a time when Term Borrowings of both Classes remain outstanding, the Borrower shall select Term Borrowings to be prepaid so that the aggregate amount of such prepay- ment is allocated between the Tranche A Term Borrowings and Tranche B Term Borrowings pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class (da "PRO RATA ALLOCATION"), PROVIDED that if such prepayment is a voluntary prepayment pursuant to para graph (a) The applicable Borrowerof this Section, the Borrower may, in its sole discretion, select Term Borrowings to be prepaid so that the amount of such prepayment allocated to the Tranche A Term Borrowings is greater than the amount that would be allocated to the Tranche A Term Borrowings under a Pro Rata Allocation; PROVIDED FURTHER that if such prepayment is a mandatory prepayment pursuant to paragraph (a) or (c) of this Section, and to the Company extent Tranche A Term Loans remain outstanding on behalf of the applicable Borrowerprepayment date, shall notify any Tranche B Lender may elect, by notice to the Administrative Agent by telephone (confirmed by telecopy) at least one Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Tranche B Term Loans pursuant to this Section, in which case the aggregate amount of the prepayment that would have been applied to prepay Tranche B Term Loans but was so declined shall be applied to prepay Tranche A Term Borrowings. (e) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Borrowing Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not rat later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided 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 of any Loan is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice (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 (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.13.

Prepayment of Loans. (a) Any Borrower, or Prior to the Company on behalf of any Borrower, Maturity Date the Borrower shall have the right at any time and from time to time to prepay any Revolving Credit Borrowing, or, with the consent of the particular Bank or Banks to receive the prepayment, any Competitive Borrowing of (which consent may be withheld in such Borrower Bank's or Banks' sole discretion), in whole or in part, subject to the requirements of Section 2.17 and 2.18 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 noon, New York City time, at least one Business Day prior to such prepayment in accordance with paragraph the case of an ABR Loan and at least three Business Days prior to such prepayment in the case of a LIBOR Loan or Fixed Rate Loan; provided, however, that each such partial prepayment shall be in a minimum aggregate principal amount of $5,000,000 (dor the Dollar Equivalent thereof) and, in the case of a Borrowing denominated in Dollars, an integral multiple of $1,000,000. In all instances under this Section; provided thatAgreement, unless each payment and prepayment of any Loan shall be made in the applicable Borrowers and Lenders shall have otherwise agreed at the time currency in which such Loans were Loan was made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans.. D5 (b) If On the date of any termination or reduction of the Total Commitment pursuant to Section 2.12, the Borrower shall pay or prepay so much of the Revolving Credit Loans as shall be necessary in order that the aggregate Credit Exposures shall will not exceed the aggregate CommitmentsTotal Commitment following such termination or reduction. Subject to the foregoing, then any such payment or prepayment shall be applied to such Borrowing or Borrowings as the Borrower shall select. All prepayments under this Section 2.13(b) shall be subject to Sections 2.17 and 2.18. (ic) on On the earlier of any Reset Date or the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in when the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess aggregate Credit Exposures (after giving effect to any other prepayment of Loans Borrowings effected on such daydate) and (B) exceed the amount of Total Commitment, the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or Borrower shall make a mandatory prepayment of Borrowings hereunder, the applicable Borrower Revolving Credit Loans in such amount as may be necessary to eliminate such excess. Any prepayments required by this paragraph shall select be applied to outstanding ABR Loans up to the Borrowing or Borrowings full amount thereof before they are applied to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Sectionoutstanding LIBOR Revolving Credit Loans. (d) The applicable Borrower, or Each notice of prepayment shall specify the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency specific Borrowing, not later than 11:00 a.m.the prepayment date and the aggregate principal amount of each Borrowing to be prepaid and the currency thereof, New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower to prepay such Borrowing by the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.13 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower under the Revolving Facility in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) requirements of this Section. (db) The applicable Borrower, or In the Company event and on behalf such occasion that the aggregate Revolving Exposures exceed 100% of the applicable Borroweraggregate Revolving Commitments, the Borrower shall immediately prepay Revolving Loans (or, if no such Borrowings are outstanding, Cash Collateralize Letters of Credit pursuant to Section 2.05(e)) in an aggregate amount equal to the amount by which such Revolving Exposures exceed the aggregate Revolving Commitments; provided that if such excess results from fluctuations in the Dollar Equivalent of Loans denominated in Euros, Sterling or any other Alternative Currency and such excess is less than 5% of the Revolving Commitments, no such prepayment of Revolving Loans shall be required. (c) In connection with any optional prepayment pursuant to Section 2.09(a), the Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyany approved form of electronic communication or otherwise in writing) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingEurocurrencyTerm SOFR Borrowing denominated in Dollars, not later than 11:00 a.m., 1:00 p.m. (New York City time, ) three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of a EurocurrencyRFR Borrowing or EURIBOR Rate Borrowing denominated in an Alternative Currency, not later than 1:00 p.m. (New York City time) four Business Days before the date of prepayment or (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., 3:00 p.m. (New York City time, one Business Day before ) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or Borrowings or portion thereof to be prepaid; provided that, if that a notice of optional prepayment may state that such notice is given conditional upon the occurrence of an event specified therein, in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 1:00 p.m. (New York City time) on the specified date) if such condition is not satisfied; provided, further, that each such notice of termination is revoked must be in accordance with Section 2.08(c)a form reasonably acceptable to the Administrative Agent. Promptly following receipt of any such 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 2.022.03(a), 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; provided that during the continuance of an Event of Default, each prepayment shall be applied pro rata. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11, except in the case of partial prepayment of ABR Loans, which interest shall be payable on the next scheduled interest payment date.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate total Revolving Exposures shall at any time exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall immediately prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) ). If, on any date, the total Revolving Exposures denominated in Alternative Currencies shall exceed an amount equal to 102% of the applicable Alternative Currency Sublimit, then the Borrowers shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Borrowings referred in an aggregate principal amount sufficient to in clause (i) or (ii), as applicableeliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or fax or any other form approved by the Administrative Agent and such Borrower, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) of any optional prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency LIBOR Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment, or, in each case, such prepaymentshorter period of time as is acceptable to the Administrative Agent in its sole discretion. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided provided, that, if a notice of optional prepayment is given in connection with a conditional notice of termination or reduction of the aggregate Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers Section and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent payment of the Lenders making such Loansany amounts required under Section 2.15. (b) In the event and on each occasion that the sum of the total Revolving Credit Exposures exceeds the total Commitments, the Borrowers shall promptly prepay Borrowings in an aggregate amount sufficient to eliminate such excess. If on any Reset Date, the aggregate amount of the sum of the Revolving Credit Exposures shall exceed exceeds 105% of the aggregate sum of the Commitments, then (i) on each applicable Borrower shall, not later than the last day third Business Day following receipt of any Interest Period for any Eurocurrency Borrowingnotice thereof by the Administrative Agent to the Company pursuant to Section 1.05, and (ii) on any other date in the event ABR prepay one or more Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an aggregate amount equal to the lesser of (A) the amount necessary sufficient to eliminate such excess (after giving effect excess. Except as set forth in the immediately preceding sentence, prepayments made by the applicable Borrower pursuant to this paragraph shall not be subject to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableminimum amount. (c) Prior to any optional or mandatory prepayment of Borrowings hereunderBorrowings, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Applicable Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before the date of such prepayment and (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Applicable Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If If, on any date, the aggregate Exposures Aggregate Revolving Exposure shall exceed the aggregate CommitmentsAggregate Revolving Commitment, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, LIBOR Revolving Borrowing or CDOR Revolving Borrowing and (ii) on if any other date in the event ABR Borrowings shall be Revolving Borrowing or Swingline Loan is outstanding, not later than three Business Days following such date, the applicable Borrowers shall prepay Revolving Loans or Swingline Loans in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Revolving Loans and Swingline Loans on such day) and (B) the amount of the applicable Revolving Borrowings or Swingline Loan referred to in clause (i) or (ii). If, as applicableon any date, the Aggregate Revolving Exposure shall exceed 103% of the Aggregate Revolving Commitment, then the applicable Borrowers shall, not later than three Business Days following such date, prepay one or more Revolving Borrowings or Swingline Loans (and, if no Revolving Borrowings or Swingline Loans are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.20(n)) in an aggregate amount equal to the lesser of (1) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Revolving Loans and Swingline Loans on such day) and (2) the Aggregate Revolving Exposure. (c) Prior to any optional or mandatory prepayment of Borrowings hereunderThe applicable Borrowers shall prepay Revolving Loans denominated in an Alternative Currency under the circumstances set forth in, and in accordance with, the applicable Borrower shall select second sentence of the Borrowing or Borrowings to be prepaid and shall specify such selection in definition of the notice of such prepayment pursuant to paragraph (d) of this Sectionterm “Alternative Currency”. (d) The applicable Borrower, Borrower (or the Company on behalf of the applicable Borrower, its behalf) shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) by telephone (promptly confirmed by telecopyin writing) or in writing of any optional prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m., Local Time, three Business Days before the date of prepayment, (ii) in the case of a LIBOR Borrowing denominated in an Alternative Currency or a CDOR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three four Business Days before the date of such prepayment and prepayment, (iiiii) in the case of prepayment of an ABR BorrowingBorrowing (other than a Swingline Loan), not later than 11:00 a.m., New York City timeLocal Time, one Business Day before the date of such prepayment and (iv) in the case of a Swingline Loan, not later than 12:00 p.m., Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, that (A) if a notice of optional prepayment of Revolving Borrowings or Swingline Loans is given in connection with a conditional notice of termination or reduction of the Revolving Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination or reduction is revoked in accordance with Section 2.08(c)2.06 and (B) a notice of optional prepayment of Term Borrowings may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the applicable Class 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 and currency as provided in Section 2.022.02 (or, if less, the outstanding principal amount of the Loans). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.10.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the aggregate event and on each occasion that the sum of the Revolving Exposures shall exceed exceeds the aggregate total Revolving Commitments, then the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.04(j)) in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable relevant Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one Business Day before on the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.07. Promptly following receipt of any such noticenotice (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 Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay prepay, without penalty, any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were madesubject to Section 2.15, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loansif applicable. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Parent Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Term SOFR Borrowing, not later than 11:00 a.m., New York City Boston, Massachusetts time, three (3) Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing or Daily SOFR Borrowing, not later than 11:00 a.m., New York City Boston, Massachusetts time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such noticenotice relating to a Borrowing, 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 is an integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$50,000. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.12. (c) In connection with the prepayment of any portion of the Loan prior to the expiration of the Interest Period applicable thereto, the Borrowers shall also pay any applicable expenses pursuant to Section 2.15. (d) If, on any day, the Revolving Principal Obligation exceeds the Available Revolving Amount, then, in each case, Borrowers shall pay within two (2) Business Days after demand such excess to Administrative Agent, for the benefit of the Secured Parties, in immediately available funds by prepaying Revolving Loans and Swing Line Loans, and if any portion of such excess still remains after prepaying the Outstanding Amount of all such Loans, Borrower shall Cash Collateralize the Letter of Credit Obligations in the amount of such excess. The Borrowers acknowledge that on the Sixth Amendment Effective Date, the Revolving Principal Obligation exceeds the Available Revolving Amount by an amount equal to $150,889,203 (the “Existing Overadvance”). Notwithstanding anything to the contrary in this paragraph, the Borrowers shall not be required to prepay the Existing Overadvance until the earlier of (i) two (2) Business Days after demand by Administrative Agent at any time after the occurrence of an Event of Default arising after the Sixth Amendment Effective Date and (ii) break funding payments December 31, 2023. (e) AsWithout limitation to Section 2.11(d), as promptly as practicable (but in any event, no later than two (2) Business Days) after receipt thereof, until the Maximum Revolving Commitment has been permanently reduced to no more than $850,000,000 in connection with the sale to an unaffiliated third-party of any Borrowing Base Property, the Borrowers shall prepay the Loans in an amount equal to the greater of (a) (i) one hundred percent (100%) of the net proceeds (i) payable to any Credit Party or any of its Subsidiaries (after payment of usual and customary closing costs and expenses reasonably approved by Administrative Agent related to such capital event and reasonably approved by the Administrative Agent and repayment of any Indebtedness secured by such Real Property or other assetrelated to such sale) generated by thesuch sale, finance, refinance or other recapitalization of any Borrowing Base Property or any other Real Property owned directly or indirectly by any Subsidiary Borrower and (ii) payable to any Credit Party until the Maximum Revolving Commitment has been permanently reduced to no more than $475,000,000 and (ii) after the Maximum Revolving Commitment has been permanently reduced to no more than $475,000,000, seventy five percent (75%) of such net proceeds (after payment of usual and customary closing costs and expenses reasonably approved by Administrative Agent) in connection with the termination or unwinding of any Hedging Agreement that has been collaterally assigned to the Administrative Agent, for the benefit of the Secured Partiesrelated to such sale) generated by such sale and (b) the amount of Loans required to be prepaid such that, after giving effect to such prepayment and the release of such Borrowing Base Property from the Borrowing Base in connection therewith, the Revolving Principal Obligation does not exceed the Available Revolving Amount. Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(e) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (f) AsWithout limitation to Section 2.11(d), as promptly as practicable (but in any event, no later than two (2) Business Days) after receipt thereof, until the Maximum Revolving Commitment has been permanently reduced to no more than $850,000,000 but subject to Section 2.11(g) below in connection with the Life Company Refinancing, the Borrowers shall prepay the Loans and the ▇▇▇ ▇ Bridge Obligations (in the order set forth below) in an amount equal to one hundred percent (100%) of the net proceeds from any capital event in respect of the Borrowers, the Parent, and their Subsidiaries or their assets (but excluding any Real Property owned by the Subsidiary Borrowers and any Real Property constituting collateral solely for the ▇▇▇ ▇ Bridge Obligations or, if the ▇▇▇ ▇ Bridge Agent has notified the ▇▇▇ ▇ Bridge Borrowers (with a copy to the Administrative Agent) that a ▇▇▇ ▇ Bridge Loan Event of Default has occurred and is continuing, the Common Collateral), including any net proceeds (i) payable to any Loan Party (after payment of usual and customary closing costs and expenses) generated by any Equity Offerings (except to the extent the ▇▇▇ ▇ Bridge Agent has notified the ▇▇▇ ▇ Bridge Borrowers (with a copy to the Administrative Agent) that a ▇▇▇ ▇ Bridge Loan Event of Default has occurred and is continuing and for so long as such ▇▇▇ ▇ Bridge Loan Event of Default continues), (ii) payable to any Credit Party or any of its Subsidiaries (after payment of usual and customary closing costs and expenses related to such capital event and repayment of any Indebtedness secured by such Real Property or other asset) generated by the sale, finance, refinance or other recapitalization of any Real Property or other asset owned directly or indirectly by Parent Borrower (but excluding any Real Property owned by the Subsidiary Borrowers and any Real Property constituting collateral (including through a pledge of the Equity Interests in the owner thereof) solely for the ▇▇▇ ▇ Bridge Obligations or, if the ▇▇▇ ▇ Bridge Agent has notified the ▇▇▇ ▇ Bridge Borrowers (with a copy to the Administrative Agent) that a ▇▇▇ ▇ Bridge Loan Event of Default has occurred and is continuing and for so long as such ▇▇▇ ▇ Bridge Loan Event of Default continues, the Common Collateral), (iii) payable to any Credit Party (after payment of usual and customary closing costs and expenses) generated by the incurrence of any other Indebtedness (including any refinancings or replacements of existing Indebtedness, in each case, in accordance with the terms of Section 6.09 but excluding any additional borrowings hereunder or under the ▇▇▇ ▇ Bridge) of Borrower, Guarantor, or any of its Subsidiaries after the date hereof; and (iv) payable to any Credit Party (after payment of usual and customary closing costs and expenses) in connection with the termination or unwinding of any Hedging Agreement that does not constitute Collateral (collectively, “Capital Events”). Amounts to be applied to the prepayment of the Loans and the ▇▇▇ ▇ Bridge Obligations pursuant to any of the preceding subsections of this Section 2.11(f) shall be applied as follows: (i) first, until the aggregate amount of prepayments of ▇▇▇ ▇ Obligations under this Section 2.11(f) (but not including any prepayments from net proceeds of the July 2023 Offering) shall equal $20,000,000, the Loans and the ▇▇▇ ▇ Bridge Obligations shall be prepaid in equal amounts from such net proceeds (i.e. 50% of such net proceeds to each); and (ii) thereafter, 100% of such net proceeds shall be applied to prepay the Loans; provided that, notwithstanding anything to the foregoing (A) if the ▇▇▇ ▇ Bridge Agent has notified the ▇▇▇ ▇ Bridge Borrowers (with a copy to the Administrative Agent) that a ▇▇▇ ▇ Bridge Loan Event of Default has occurred and is continuing and for so long as such ▇▇▇ ▇ Bridge Loan Event of Default continues, any net proceeds from the Common Collateral (after payment of usual and customary closing costs and expenses related to such capital event) shall be applied as follows: (x) the net proceeds generated by the sale of any Real Property that constitutes Common Collateral (including a sale of the equity interests in any Subsidiary of Parent Borrower (other than the Subsidiary Borrowers)) with an aggregate Closing Date Value of $100,000,000, first, 100% to prepay the ▇▇▇ ▇ Bridge Obligations until paid in full, and thereafter, 100% to prepay the Loans; (y) the net proceeds generated by the sale of any other Real Property that constitutes Common Collateral (including a sale of the equity interests in any Subsidiary of Parent Borrower (other than the Subsidiary Borrowers)), 100% to prepay the Loans until paid in full, and thereafter, 100% to prepay the ▇▇▇ ▇ Bridge Obligations; and (z) with respect to any proceeds generated by finance, refinance or other monetization (including recapitalization but excluding any sale) of any Real Property constituting Common Collateral or any other Common Collateral, first, 100% to prepay the ▇▇▇ ▇ Bridge Obligations in full and thereafter 100% of such net proceeds to prepay the Obligations (it being agreed that if no ▇▇▇ ▇ Bridge Loan Event of Default exists, proceeds from the Common Collateral shall be applied as set forth in subclauses (i) and (ii) above); and (B) the net proceeds from the July 2023 Offering shall be applied as follows: (i) first, $20,000,000 shall be deposited into the Cash Collateral Reserve Account to be administered in accordance with Section 5.21 and (ii) then, the remaining amount of net proceeds shall be applied to prepay the Loans and the ▇▇▇ ▇ Bridge Obligations in equal amounts (i.e. 50% of such remaining net proceeds to each)the greater of (a) $282,000,000 and (b) the amount of Loans required to be prepaid such that, after giving effect to such prepayment and the release of all Borrowing Base Properties from the Borrowing Base in connection therewith, the Borrowing Base DSCR and Borrowing Base Interest Coverage Ratio shall not be lower than they were prior to such releases and the ratio of the Revolving Principal Obligation to Borrowing Base Value of the Borrowing Base Properties shall not be higher than it was prior to such releases. Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(f) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (g) NoWithout limitation to Section 2.11(d), as promptly as practicable (but in any event, no later than twelvetwo (122) Business Days after the end of each calendar quarter with respect to which Liquidity is $15,000,000 or greater as of the last day of such quarter) after receipt thereof in connection with any sale to any Person other than an unaffiliated third-party, finance, refinance or other recapitalization of any Borrowing Base Property other than the Life Company Refinancing, the Borrowers shall prepay the Loans under this Agreement in an amount equal to the Excess Cash Flow for such quarter until such time asgreater of (a) one hundred percent (100%) of the net proceeds payable to any Credit Party or any of its Subsidiaries (after payment of usual and customary closing costs and expenses related to such sale, finance, refinance or other recapitalization) generated by such sale, finance, refinance, or other capital event and (b) the amount of Loans required to be prepaid such that, after giving effect to such prepayment and the release of such Borrowing Base Property from the Borrowing Base in connection therewith, the Revolving Principal Obligation has been reduced to $850,000,000does not exceed the Available Revolving Amount. Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(g) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (h) Notwithstanding anything herein to the contrary, until such time as the Revolving Principal Obligation has been reduced to $850,000,000, the Borrowers shall, from time to time, prepay Loans under this Agreement in an amount such that when added to the prepayments made under Section 2.11(e), (f), and (g) (but excluding any prepayments from proceeds of the July 2023 Offering), the aggregate amount of prepayments shall be not less than $10,000,000 per month, measured on a cumulative basis as of the last day of each full calendar month from and after the Sixth Amendment Effective Date. Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(h) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (a) Without limitation to Sections 2.11(d), (e), (f), and (g) above, if the activity report required pursuant to Section 2.145.01(f) for any month evidences that the aggregate amount of prepayments of Loans made under Sections 2.11(e), (f), and (g) during such month is less than the aggregate amount that would have been required during such month if the amount of such prepayments were calculated for such month pursuant to the transactions set forth in such activity report, the Borrowers shall make an additional prepayment of Loans in an amount equal to such deficiency as promptly as practicable (but in any event, no later than two (2) Business Days) after the date when the Borrowers are required under Section 5.01(f) to deliver such activity for the applicable month.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders . Each voluntary prepayment of an ABR Revolving Loan Borrowing shall have otherwise agreed at the time such Loans were made, Competitive Loans be in an amount equal to or Contract Loans may greater than $500,000. Each voluntary prepayment of a Eurodollar Revolving Loan Borrowing shall be prepaid only with the consent in an amount equal to $1,000,000 or an integral multiple of the Lenders making such Loans$100,000 in excess thereof. (b) If In the aggregate event and on such occasion that the sum of the Revolving Exposures shall exceed exceeds the aggregate total Commitments, then Borrower shall prepay Revolving Borrowings or Swingline Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.04(j)) in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid 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 is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.07. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. . (e) Each partial payment or prepayment of any Borrowing by Borrower under this Agreement or the other Loan Documents shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type made without penalties or premiums other than as provided in Section 2.02. Each prepayment 2.14. (f) All Swap Agreements and agreements governing Banking Services between Borrower and any Lender (or any Affiliate of a Borrowing shall be applied ratably Lender) are independent agreements governed by the written provisions of said agreements, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of the Obligations, except as otherwise expressly provided in said agreements, and any payoff statement relating to the Loans included Obligations shall not apply to said agreements except as otherwise expressly provided in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14such payoff statement.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to Section 2.15 but otherwise without premium or penalty, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (db) If, on any Revaluation Date for any Alternative Currency Borrowing or any Alternative Currency Letter of Credit, the total Revolving Credit Exposures exceed 105% of the total Commitments, the Borrower shall, on the next Interest Payment Date in respect of such Borrowing (or, in the case of a Revaluation Date for an Alternative Currency Letter of Credit, on the next Interest Payment Date that is at least three Business Days after such Revaluation Date), prepay Revolving Borrowings or Swingline Borrowings in an aggregate amount such that, after giving effect thereto, the total Revolving Credit Exposures do not exceed the total Commitments. (c) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same currency and Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any BorrowerPrior to the Termination Date, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Revolving Credit Borrowing, in whole or in part, subject to the requirements of Section 2.17 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent (which shall promptly notify each Lender) before 2:00 p.m. New York City time of at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan and of at least three Working Days in the case of a LIBOR Loan; provided that, unless that each such partial prepayment shall be in a minimum aggregate principal Dollar Equivalent Amount of $1,000,000 or a whole multiple in excess thereof. The Borrower shall not have the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Borrowing without the consent of the Lenders making such Loansrelevant Lender. (b) If On any date when the sum of the Dollar Equivalent Amount of the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay outstanding Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other Borrowings effected on such date) exceeds the Total Commitment, the Borrower shall make a mandatory prepayment of the Loans on in such day) and (B) amount as may be necessary so that the Dollar Equivalent Amount of the aggregate amount of outstanding Loans after giving effect to such prepayment does not exceed the applicable Borrowings referred Total Commitment then in effect. Any prepayments required by this paragraph shall be applied to in clause (i) or (ii), as applicableoutstanding ABR Loans up to the full amount thereof before they are applied to outstanding LIBOR Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Each notice of such prepayment pursuant to paragraph (d) this Section 2.13 shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of this Section. (d) The applicable Borrowereach Borrowing to be prepaid, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower to prepay such Borrowing(s) by the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.13 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 date of prepayment and (ii) break funding payments any amounts due pursuant to Section 2.142.17.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing and amounts owed in respect of outstanding B/As of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided PROVIDED, that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures of any Class shall exceed the aggregate CommitmentsCommitments of such Class, then (i) on the last day of any Interest Period for any Eurocurrency BorrowingBorrowing of such Class (or, in the case of the Canadian Commitments, the last day of any Contract Period for any B/A Drawing), and (ii) on any other date in the event ABR Borrowings or Canadian Base Rate Borrowings shall be outstandingoutstanding under such Class, the applicable Borrowers shall prepay Loans of such Class in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings or B/A Drawings referred to in clause (i) or (ii), as applicable. If, on any Reset Date, the aggregate amount of the Exposures of any Class shall exceed 105% of the aggregate Commitments of such Class, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings of such Class (or, in the case of the Canadian Commitments, amounts owing in respect of outstanding B/As) in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings or amounts owing in respect of outstanding B/A Drawings hereunder, the applicable Borrower shall select the Borrowing or Borrowings and B/A Drawings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Applicable Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing or amounts owing in respect of an outstanding B/A Drawing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of an ABR Borrowing, a Canadian Base Rate Borrowing or any amount owed in respect of an outstanding B/A Drawing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before the date of such prepayment and (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof thereof, or amount owed in respect of an outstanding B/A Drawing or portion thereof, to be prepaid; provided PROVIDED that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.10(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.10(c). Promptly following receipt of any such notice, the Administrative Applicable Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing or amounts owing in respect of a B/A Drawing 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.in

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided PROVIDED, that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided PROVIDED that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.10(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.10(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any BorrowerSubject to Sections 2.10(d) and 2.15, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part; provided, subject to prior notice in accordance with that so long as any Tranche 1 Loans shall be outstanding, the Borrower shall not prepay any Borrowing of either Class under this paragraph (d) of this Section; provided that, unless it shall simultaneously and ratably prepay the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent corresponding Borrowing of the Lenders making such Loansother Class. (b) If In the aggregate Exposures event of the termination of the Commitments of any Class, the Borrower shall exceed the aggregate Commitments, then (i) prepay all outstanding Borrowings of such Class on the last day date of such termination. In the event of any Interest Period for reduction of the Commitments of any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstandingClass, the applicable Borrowers Borrower shall prepay Loans in an amount equal outstanding Borrowings to the lesser extent, if any, necessary so that, on the date of (A) the amount necessary to eliminate such excess (and after giving effect to any other prepayment of Loans on such day) and reduction, (Bi) the total Revolving Credit Exposures of such Class does not exceed the total Commitments of such Class, (ii) the total Revolving Credit Exposures of all Classes plus the aggregate principal amount of the applicable Borrowings referred to outstanding Competitive Loans does not exceed the total Commitments of all Classes and (iii) except for any prepayment under any Class in clause (i) or (ii)connection with a termination of the Commitments of such Class, as applicablethe Borrower shall not prepay any Borrowing of either Class under this paragraph unless it shall simultaneously and ratably prepay the corresponding Borrowing of the other Class. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.12. (d) The Borrower shall not have the right to prepay any Competitive Loan and (ii) break funding payments pursuant to Section 2.14shall not terminate or reduce the Commitments if such termination or reduction would require prepayment of any Competitive Loan.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower made by it in whole or in part, without premium or penalty (but subject to Section 2.15), subject to prior notice in accordance with paragraph (dc) of this SectionSection 2.9; provided, that the FILO Loans may not be prepaid prior to the payment in full of the Revolving Credit Facility, except in connection with (x) a termination of all Commitments under Revolving Credit Facility and payment in full in cash of all Obligations under the Revolving Credit Facility, (y) at any time (A) there is a prepayment on a pro rata basis with the Revolving Credit Loans or (B) there is a prepayment on a non-pro rata basis, if after giving effect thereto, Payment Conditions are satisfied and (z) a FILO Reclassification Election; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract further that no Borrowing of US Revolving Credit Loans may be prepaid only with the consent unless all US Swingline Loans then outstanding, if any, are prepaid concurrently therewith, and no Borrowing of the Lenders making such LoansCanadian Revolving Credit Loans may be prepaid unless all Canadian Swingline Loans then outstanding, if any, are prepaid concurrently therewith. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (dc) of this SectionSection 2.9. (dc) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone facsimile or (confirmed subject to Section 9.1) email to the Administrative Agent of a Notice of Prepayment in a form approved by telecopythe Administrative Table of Contents Agent and signed by the applicable Borrower (in substantially the form of Exhibit I-3 attached hereto) (“Notice of Prepayment”) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Fixed Rate Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment (or such prepayment and later time and/or date as may be agreed by the Administrative Agent in its reasonable discretion), (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment (or such later time and/or date as may be agreed by the Administrative Agent in its reasonable discretion) or (iii) in the case of a Swingline Loan, not later than 11:00 a.m. on the date of prepayment. Each such notice Notice of Prepayment shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprovided, if a notice that any Notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment Prepayment may be revoked if such notice conditioned upon the effectiveness of termination is revoked in accordance with Section 2.08(c)other credit facilities or any other financing, Disposition, sale or other transaction. Promptly following receipt of any such noticeNotice of Prepayment relating to a Borrowing, 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing2.2. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and 2.12. Each repayment of a Borrowing shall be applied to the Loans included in the repaid Borrowing such that each Revolving Credit Lender holding Loans included in such repaid Borrowing receives its ratable share of such repayment (ii) break funding payments pursuant to Section 2.14based upon the respective US Revolving Credit Exposures or Canadian Revolving Credit Exposures, as the case may be, of the Revolving Credit Lenders holding Loans included in such repaid Borrowing at the time of such repayment).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If If, on any date, the aggregate Exposures Aggregate Revolving Exposure shall exceed 100% of the aggregate CommitmentsAggregate Revolving Commitment (or 105% of the Aggregate Revolving Commitment, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date solely in the event ABR Borrowings shall be outstandingsuch excess arises as a result of the US Dollar Equivalent redetermination in accordance with Section 1.05), then the applicable Borrowers shall shall, not later than three Business Days after the Administrative Agent informs the Company of such excess (which may be by email), prepay one or more Revolving Borrowings or Swingline Loans (and, if no Revolving Borrowings or Swingline Loans are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.19(m)) in an aggregate amount equal to the lesser of (A1) the amount necessary to eliminate such any excess of the Aggregate Revolving Exposure over 100% of the Aggregate Revolving Commitment (after giving effect to any other prepayment of Revolving Loans and Swingline Loans on such day) and (B2) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableAggregate Revolving Exposure. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the The applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, its behalf) shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) by telephone (promptly confirmed by telecopyin writing) or in writing of any optional prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Term Benchmark Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR BorrowingBorrowing (other than a Swingline Loan), not later than 11:00 a.m.1:00 p.m., New York City time, one on the date of prepayment, (iii) in the case of a prepayment of an RFR Borrowing, not later than 1:00 p.m., New York City time, two Business Day Days before the date of such prepayment and (iv) in the case of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then any Borrowing may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the applicable Class 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.of

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless Section and to the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent making of the Lenders making such Loansany payment required under Section 2.15. (b) If In the aggregate event and on each occasion on or prior to the Maturity Date that the sum of the Revolving Exposures shall exceed exceeds the aggregate total Revolving Commitments, then the Borrowers shall prepay Revolving Borrowings in an aggregate amount equal to such excess on the date such excess occurs; provided that if no Revolving Borrowings are outstanding and the LC Exposure exceeds the total Revolving Commitments, the Borrowers shall provide cash collateral in an aggregate amount equal to such excess in accordance with Section 2.06(j) (c) In the event and on each occasion on or prior to the Maturity Date that the sum of the Revolving Exposures in respect of (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Loans made to PTFI and (ii) on any other date in Letters of Credit requested by PTFI exceeds the event ABR Borrowings shall be outstandingPTFI Exposure Cap, the applicable Borrowers PTFI shall prepay Loans its Revolving Borrowings in an aggregate amount equal to such excess; provided that if no Revolving Borrowings of PTFI are outstanding and the lesser LC Exposure in respect of (A) Letters of Credit requested by PTFI exceeds the PTFI Exposure Cap, then PTFI shall provide cash collateral in an aggregate amount necessary equal to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (iiaccordance with Section 2.06(j), as applicable. (cd) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section. (de) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopytelecopy or electronic mail) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Term Benchmark Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of optional voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.12 and (ii) any break funding payments pursuant to required by Section 2.142.15.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If If, on any date, the aggregate Exposures Aggregate Revolving Exposure shall exceed the aggregate CommitmentsAggregate Revolving Commitment, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall shall, not later than three Business Days after the Administrative Agent informs the Company of such excess (which may be by email), prepay one or more Revolving Borrowings or Swingline Loans (and, if no Revolving Borrowings or Swingline Loans are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.19(m)) in an aggregate amount equal to the lesser of (A1) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Revolving Loans and Swingline Loans on such day) and (B2) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableAggregate Revolving Exposure. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the The applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, its behalf) shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) by telephone (promptly confirmed by telecopyin writing) or in writing of any optional prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Term Benchmark Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR BorrowingBorrowing (other than a Swingline Loan), not later than 11:00 a.m.1:00 p.m., New York City time, one on the date of prepayment, (iii) in the case of a prepayment of an RFR Borrowing, not later than 1:00 p.m., New York City time, two Business Day Days before the date of such prepayment and (iv) in the case of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then any Borrowing may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the applicable Class 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 and currency as provided in Section 2.022.02 (or, if less, the outstanding principal amount of the Loans, and except as necessary to apply fully the required amount of any mandatory prepayment). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.10.

Prepayment of Loans. (a) Any Borrower, or The Borrower and the Company on behalf of any Borrower, UK Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless in a minimum amount equal to the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans Dollar Equivalent of $1,000,000 or Contract Loans may be prepaid only with the consent any integral multiple of the Lenders making such LoansDollar Equivalent of $500,000 in excess thereof. (b) If In the aggregate event and on such occasion that the sum of the US Tranche Exposures shall exceed exceeds the aggregate total US Tranche Commitments, then the Borrower shall prepay US Tranche Revolving Borrowings or US Tranche Swingline Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.06(j)), in an aggregate amount equal to such excess. In the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans event and on such day) and (B) occasion that the amount sum of the applicable Multicurrency Tranche Exposures exceeds the total Multicurrency Tranche Commitments, the Borrower shall prepay Multicurrency Tranche Revolving Borrowings referred or Multicurrency Tranche Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to in clause (i) or (iiSection 2.06(j)), as applicable. (c) in an aggregate amount equal to such excess. Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (dc) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Applicable Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 10:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR US Tranche Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment, (iii) in the case of prepayment of a US Tranche Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment or (iv) in the case of prepayment of a Multicurrency Tranche Swingline Loan, not later than 12:00 noon, London time on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and whether such Borrowing is owed by the Borrower or the UK Borrower; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such notice, the Administrative Applicable Agent shall advise the such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Loan in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless . In the applicable Borrowers event and Lenders shall have otherwise agreed at on such occasion that (i) the time Credit Exposure of any Lender exceeds (x) 105% of the such Loans were made, Competitive Loans Lender’s Revolving Commitment solely as a result of currency fluctuations or Contract Loans may be prepaid only with (y) such Lender’s Revolving Commitment (other than as a result of currency fluctuations) or (ii) the consent aggregate Credit Exposure of the Lenders making exceeds (x) 105% of the aggregate Revolving Commitments solely as a result of currency fluctuations or (y) the aggregate Revolving Commitments (other than as a result of currency fluctuations), the Borrowers shall prepay borrowings of Revolving Loans or borrowings of Swingline Loans (or, if no such Loansborrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.19(j)) in an aggregate amount equal to such excess. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the The applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopyand, in the case of prepayment of a Swingline Loan, the Swingline Lender) in writing of the proposed date and the principal amount of any prepayment of a Borrowing hereunder (ix) in the case of a Eurocurrency BorrowingLoans, not later than 11:00 a.m., New York City time, at least three Business Days before prior to the date of such prepayment and prepayment, (iiy) in the case of an ABR BorrowingLoans (other than Swingline Loans), not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment and (z) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing Loan or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then that any such notice of prepayment may be revoked if such notice conditioned upon the effectiveness of termination is revoked in accordance with Section 2.08(c)other credit facilities or another event. Promptly following receipt of any such noticenotice relating to a Loan (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 Loan shall be in an amount that would be permitted is an integral multiple of US$5,000,000 and not less than US$10,000,000 (or, in the case of an advance of a Borrowing of Alternate Currency Loan partial prepayment, the same Type as provided in Section 2.02Euro Equivalent thereof). Each prepayment of a Borrowing Loan shall be applied ratably to the Loans included in the prepaid BorrowingLoan. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and 2.10. (c) If a Change of Control occurs: (i) the Parent shall promptly notify the Administrative Agent upon becoming aware of that event; (ii) break funding payments no Lender shall be obliged to fund any Loans or issue or fund any Letters of Credit; and (iii) if a Lender so requires and notifies the Administrative Agent and the Parent within 30 days of the Parent notifying the Administrative Agent of the event, the Administrative Agent shall, by not less than thirty days notice to the Parent, cancel the Revolving Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Loan Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable and the Parent shall arrange for the return of all outstanding Letters of Credit issued by such Lender (or, instead, deposit in a cash collateral account with the Administrative Agent pursuant to Section 2.142.19(j), in the name of the Administrative Agent and for the benefit of such Lender, an amount in cash equal to 105% of the LC Exposure of such Lender (in its capacity as Issuing Bank) as of such date plus any accrued and unpaid interest thereon).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency EurocurrencyTerm Benchmark Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency EurocurrencyTerm Benchmark Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or Prior to the Company on behalf of any Borrower, Maturity Date the Borrower shall have the right at any time and from time to time to prepay any Revolving Credit Borrowing, or, with the consent of the particular Bank or Banks to receive the prepayment, any Competitive Borrowing of (which consent may be withheld in such Borrower Bank's or Banks' sole discretion), in whole or in part, subject to the requirements of Section 2.18 and 2.19 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 noon, New York City time, at least one Business Day prior to such prepayment in accordance with paragraph the case of an ABR Loan and at least three Business Days prior to such prepayment in the case of a LIBOR Loan or Fixed Rate Loan; provided, however, that each such partial prepayment shall be in a minimum aggregate principal amount of $5,000,000 (dor the Dollar Equivalent thereof) and, in the case of a Borrowing denominated in Dollars, an integral multiple of $1,000,000. In all instances under this Section; provided thatAgreement, unless each payment and prepayment of any Loan shall be made in the applicable Borrowers and Lenders shall have otherwise agreed at the time currency in which such Loans were Loan was made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If On the date of any termination or reduction of the Total Commitment pursuant to Section 2.13, the Borrower shall pay or prepay so much of the Revolving Credit Loans as shall be necessary in order that the aggregate Credit Exposures shall will not exceed the aggregate CommitmentsTotal Commitment following such termination or reduction. Subject to the foregoing, then any such payment or prepayment shall be applied to such Borrowing or Borrowings as the Borrower shall select. All prepayments under this Section 2.14(b) shall be subject to Sections 2.18 and 2.19. (ic) on On the earlier of any Reset Date or the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in when the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess aggregate Credit Exposures (after giving effect to any other prepayment of Loans Borrowings effected on such daydate) and (B) exceed the amount of Total Commitment minus any cash collateral received by the applicable Borrowings referred Administrative Agent pursuant to in clause (i) or (iiSection 2.06(j), as applicable. (c) Prior to any optional or the Borrower shall make a mandatory prepayment of Borrowings hereunder, the applicable Borrower Revolving Credit Loans in such amount as may be necessary to eliminate such excess. Any prepayments required by this paragraph shall select be applied to outstanding ABR Loans up to the Borrowing or Borrowings full amount thereof before they are applied to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Sectionoutstanding LIBOR Revolving Credit Loans. (d) The applicable Borrower, or Each notice of prepayment shall specify the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency specific Borrowing, not later than 11:00 a.m.the prepayment date and the aggregate principal amount of each Borrowing to be prepaid and the currency thereof, New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower to prepay such Borrowing by the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.14 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) requirements of this Section. (db) In the event and on each occasion that the sum of the Revolving Exposures exceeds the total Commitments, the Borrower shall immediately prepay Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Co-Administrative Agent pursuant to Section 2.04(j)) in an aggregate amount equal to such excess. (c) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Co-Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of such prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon., New York City time, one on the same Business Day before as the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid 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 is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.07. Promptly following receipt of any such notice, the Co-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 (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart on a pro rata basis with respect to any Class, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans without penalty or Contract Loans may be prepaid only with the consent of the Lenders making such Loanspremium. (b) If In the event and on each occasion that the aggregate Revolving Exposures shall exceed the aggregate Revolving Commitments, then the Borrower shall prepay Revolving Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit cash collateral in an amount equal account with the Administrative Agent pursuant to the lesser of (ASection 2.05(j)) the in an aggregate amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent in writing (by telephone (confirmed by telecopyfacsimile or other electronic transmission) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if that a notice of optional prepayment may state that such notice is given in connection with a conditional notice upon the effectiveness of termination other credit facilities or the receipt of the Commitments as contemplated by Section 2.08(c)proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, then in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such 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 (i) accrued interest to the extent required by Section 2.11 2.12 and (ii) break funding payments amounts required pursuant to Section 2.142.15.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (db) In the event and on each occasion that the total Credit Exposure exceeds the lesser of (i) the sum of (A) the Borrowing Base then in effect, (B) the Protective Advance Exposure and (C) the Overadvance Exposure and (ii) the total Revolving Commitments then in effect, the Borrowers shall prepay the Revolving Loans and/or Swingline Loans (or, if no such Borrowings are outstanding, deposit cash collateral in the LC Collateral Account in accordance with Section 2.06(j)) in an aggregate amount equal to such excess. (c) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopye-mail, hand delivery or facsimile) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving 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 Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.13.