Common use of Prepayments Clause in Contracts

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidrepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The applicable Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent a Minimum Amount after delivering an irrevocable Requisite Notice not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such LoansRequisite Time for prepayments. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, thereof and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. Each prepayment by a Borrower must be made ratably to all outstanding Committed Loans of such Borrower borrowed on the same day. (b) If such notice is given for any reason either (i) the sum of (A) the aggregate LC Exposure of all Lenders, (B) the aggregate principal amount of all Dollar Loans made by all Lenders, (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders and (D) the aggregate principal amount of all Competitive Loans made by all Lenders, exceeds the combined Commitments in effect at any time or (ii) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by the BorrowerLenders exceeds the Foreign Currency Limit, then upon written request of the Borrower Administrative Agent the Company shall make immediately prepay or cause one or more Foreign Borrowers to immediately prepay Committed Loans sufficient to cure such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. overage. (c) Any prepayment of a Eurodollar Rate an IBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to the costs set forth in Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If Competitive Loans may not be prepaid unless (i) expressly so provided in the Borrower fails to obtain any approval, consent Competitive Bid Request and Competitive Bid for such Competitive Loan or authorization from any Governmental Authority which is necessary or required in order to permit (ii) otherwise agreed by the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then Company and the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations Lender making such Competitive Loan after notice to the extent, and only Administrative Agent. (e) The Company may from time to time elect to prepay pursuant to the extent, Guaranty all or part of any Foreign Currency Loan of a Foreign Borrower and such outstanding Loans and L/C Obligations are not authorized prepayment by the then effective necessary or required approvals, consents Company shall be made in the manner and authorizations from such Governmental Authoritiessubject to the terms that a prepayment would be made by the Foreign Borrower under this Agreement.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of Five Million Dollars ($1,000,000 5,000,000) or a whole multiple of One Million Dollars ($500,000 1,000,000) in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of One Million Dollars ($500,000 1,000,000) or a whole multiple of Five Hundred Thousand Dollars ($100,000 500,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of One Million Dollars ($500,0001,000,000) or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) Prepayment of Outstanding Loan Balances denominated in Dollars with LIBOR-Based Interest Rate. The Borrower maymay prepay all or part of the Outstanding Loan Balances in Dollars subject to a LIBOR-Based Interest Rate on any interest payment date, upon notice provided that it delivers to the Administrative AgentBank a written irrevocable request, with the consent of the Guarantor, if any, at any time or from time to time voluntarily prepay Committed Loans least thirty (30) days in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinadvance. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied as set forth in Article 3.09 of these General Conditions. In the event that the prepayment does not cover the entire Outstanding Loan Balance, the prepayment shall be applied proportionately to the Committed Loans of remaining amortization installments. If the Lenders Loan has Loan Tranches with different Amortization Schedules, the Borrower shall prepay individual Tranches in accordance with their respective Applicable Percentagesentirety, unless the Bank agrees otherwise. (b) The Borrower mayPrepayments of amounts that have been subject to Conversion. Provided that the Bank is able to unwind or reallocate its corresponding funding, upon notice the Borrower, with the consent of the Guarantor, if any, may prepay on any interest payment date set forth in the Amortization Schedule attached to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that Conversion Notification Letter: (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date all or part of the prepayment, and amount that has been subject to a Currency Conversion; and/or (ii) any such prepayment shall be in a minimum principal all or part of the amount of $500,000that has been subject to an Interest Rate Conversion. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerFor this purpose, the Borrower shall make deliver an irrevocable written request to the Bank at least thirty (30) days in advance. Said request shall specify the amount the Borrower intends to prepay and the Conversion to which such prepayment and relates. In the payment event that the prepayment does not cover the full amount specified in of the Outstanding Loan Balance under such notice Conversion, the prepayment shall be due applied proportionately to the remaining amortization installments of such Conversion. The Borrower may not prepay converted amounts in an amount less than the equivalent of three million Dollars (US$3,000,000), unless the remaining Outstanding Loan Balance of the respective Conversion is less than such amount and payable on the date specified thereinis paid in full. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effectFor purposes of paragraphs (a) and (b) above, the Borrower following payments shall be considered as prepayments: (i) the return of unjustified Advances of Funds; and (ii) payments resulting from all or a part of the Loan being declared immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provideddue and payable, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full Article 6.02 of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effectthese General Conditions. (d) If Notwithstanding paragraph (b) above, in the Borrower fails to obtain any approvalevent of a prepayment, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to receive from the extentBank, and only to or alternatively, shall pay the extentBank, such outstanding Loans and L/C Obligations are not authorized as applicable, any gain or loss incurred by the then effective necessary Bank as a result of unwinding or required approvalsreallocating its corresponding funding, consents as determined by the Calculation Agent. In case of a gain, it will be credited first to any amounts due and authorizations from such Governmental Authoritiespayable by the Borrower. In case of a loss, the Borrower shall pay the corresponding amount concurrently on the prepayment date.

Prepayments. (a) The Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that that: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice 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 such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount at any time exceed exceeds the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.13, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments (except pursuant to the exercise of the Term Loan Conversion Option) then in effect, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three two (2) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any date of prepayment of Eurodollar Term SOFR Rate Loans and (B) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Committed Loans; (ii) any prepayment of Eurodollar Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a the principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid prepaid, and, if Eurodollar Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of the relevant Facility. (b) The Borrower mayIf, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), for any reason and at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and time or (ii) any the Outstanding Amount of L/C Obligations exceeds the Letter of Credit Sublimit at such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowertime, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay the Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations Obligations, as applicable, in an aggregate amount equal to such excess; provided, however, that the Borrower Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless 2.04(b), unless, after the prepayment in full of the Committed Loans and the Swing Line Loan Revolving Credit Loans, the Total Revolving Credit Outstandings exceed the Aggregate Commitments then in effectRevolving Credit Facility at such time. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for the Administrative Agent notifies the Borrower at any reason time that the Total Outstandings at any such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed the Aggregate Commitments then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If . The Administrative Agent may, at any time and from time to time after the Borrower fails to obtain any approvalinitial deposit of such Cash Collateral, consent or authorization from any Governmental Authority which is necessary or required request that additional Cash Collateral be provided in order to permit protect against the Borrower to incur Obligations hereunder on or before December 31 results of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesfurther exchange rate fluctuations.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the one Business Day prior to any date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar LIBOR Rate Loans are to be prepaidLoans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers 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 a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Loan Cap as then in effect, the Borrower Borrowers shall immediately prepay the Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess. (d) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.12 hereof. (e) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; the Net Proceeds paid in cash received by a Loan Party on account of a Prepayment Event, irrespective of whether a Dominion Trigger Event then exists and is continuing, provided, however, that unless a Dominion Trigger Event has occurred and is continuing, the Borrower Borrowers shall not only be required to prepay the Loans and Cash Collateralize the L/C Obligations with Net Proceeds arising from a Prepayment Event in an amount equal to the lesser of (i) such Net Proceeds and (ii) the amounts advanced or available to be advanced against the assets subject to the Prepayment Event based upon the applicable advance rates in the Borrowing Base (adjusted for any applicable Reserves). (f) Prepayments made pursuant to this Section 2.05(b2.05(c), (d) unless and (e) above, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extentBorrowings, and only to the extent, such outstanding Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations are not authorized in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the applicable L/C Issuer or the Lenders, as applicable. Subject to the foregoing, outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Rate Loans are prepaid. Any prepayment of LIBOR Rate Loans pursuant to this Section 2.05 made other than on the last day of an Interest Period applicable thereto, shall be accompanied by payment of all breakage costs payable under Section 3.05 associated therewith. In order to avoid such breakage costs, as long as no Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBOR Rate Loans in the Cash Collateral Account and will apply such funds to the applicable LIBOR Rate Loans at the end of the then effective necessary pending Interest Period therefor (provided that the foregoing shall in no way limit or required approvalsrestrict the Administrative Agent’s rights upon the subsequent occurrence of an Event of Default). (g) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder. (h) Any notice of a prepayment to be made with the proceeds from the incurrence of Indebtedness or in connection with the closing of another transaction (including any notice of termination or reduction of Commitments made pursuant to Section 2.06 below) may state that such prepayment, consents termination or reduction is conditioned on the consummation of such incurrence or other transaction, and authorizations from no Default or Event of Default shall occur if such Governmental Authoritiesprepayment, termination or reduction is not made because such condition is not satisfied.

Prepayments. (a) The Borrower mayBorrowers may from time to time pay, without penalty or premium, all outstanding Floating Rate Advances, or, in a minimum aggregate amount of $5,000,000, any portion of the outstanding Floating Rate Advances upon one (1) Business Day’s prior notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such who shall give prompt notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesLenders. (b) The Borrower mayBorrowers may from time to time pay, upon notice subject to the Swing Line Lender payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurocurrency Advances, or, in a minimum aggregate Equivalent Amount of $5,000,000, any portion of the outstanding Eurocurrency Advances upon three (with a copy 3) Business Days’ prior notice to the Administrative Agent), at any time or from time who shall give prompt notice thereof to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinLenders. (c) If at any time, for any reason reason, the Total Outstandings at any time Aggregate Outstanding Credit Exposure of all Lenders shall exceed the Aggregate Commitments Commitment then in effect, the Borrower shall Borrowers shall, without notice or demand, immediately prepay the Dollar Loans and/or Cash Collateralize Multicurrency Loans such that the L/C Obligations in an sum of the aggregate principal amount equal to of Dollar Loans so prepaid, and the Dollar Amount of the aggregate principal amount of Multicurrency Loans so prepaid, at least equals the amount of such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If If, at any time for any reason, either (i) the Borrower fails to obtain any approvalAggregate Multicurrency Outstanding Credit Exposure of all Multicurrency Lenders exceeds the Aggregate Multicurrency Commitments of the Multicurrency Lenders or (ii) the Aggregate Dollar Outstanding Credit Exposure of all Lenders exceeds the aggregate Dollar Commitments of all Lenders, consent the Borrowers shall, without notice or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar yeardemand, then the Borrower shall immediately prepay all outstanding the Multicurrency Loans and Cash Collateralize all L/C Obligations in a Dollar Amount at least equal to the extent, excess referred to in (i) (such repayment to be in the applicable currency) and only the Dollar Loans in an amount at least equal to the extentexcess referred to in (ii) (such repayment to be in Dollars). (e) Each prepayment pursuant to this Section 2.8 shall be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (f) Notwithstanding the foregoing, mandatory prepayments of Multicurrency Loans that would otherwise be required pursuant to this Section 2.8 solely as a result of fluctuations in exchange rates from time to time shall only be required to be made pursuant to this Section 2.8 on a Computation Date on the basis of the exchange rates in effect on such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental AuthoritiesComputation Date.

Prepayments. Borrower can voluntarily prepay, upon 3 Business Days’ prior written notice to Agent, any Term Loan in full, but not in part. Upon the date of (a) The any voluntary prepayment of a Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of a Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise), Borrower may, upon notice shall pay to the Administrative Agent, at any time or from time for the ratable benefit of the Lenders, a sum equal to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to all outstanding principal plus any date of prepayment of Eurodollar Rate Loans and (B) on unpaid interest accrued through the date of such prepayment of Base Rate Committed Loans; with respect to the such Term Loan, (ii) any prepayment of Eurodollar Rate Loans shall be the Final Payment Fee (as such term is defined in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; Section 2.7(d)) for such Term Loan, and (iii) any a prepayment premium (as yield maintenance for loss of Base Rate Committed Loans shall be in bargain and not as a penalty) equal to: (A) 5% on such principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each caseprepayment amount, if less, such prepayment is made on or before the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount one year anniversary of such Term Loan, (B) 4% on such principal prepayment and the Type(s) of Committed Loans to be prepaid andamount, if Eurodollar Rate Loans are to be prepaid, such prepayment is made after the Interest Period(s) one year anniversary of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of Term Loan but on or before the amount two year anniversary of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepaymentTerm Loan, and (iiC) any 2% on such principal prepayment amount, if such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify is made after the date and amount two year anniversary of such prepayment. If Term Loan but before the Applicable Term Loan Maturity Date for such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessTerm Loan; provided, however, that the Borrower shall not be required obligated to Cash Collateralize pay the L/C Obligations pursuant to this Section 2.05(bamounts described in clauses (A), (B) unless after the or (C) above in connection with a prepayment in full of the Committed Loans Term Loan and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur other Obligations hereunder in the event that either (i) Borrower has requested in writing that the Requisite Lenders consent to a transaction that is not permitted under Section 7.5 and the Requisite Lenders have not consented to such transaction on or before December 31 prior to the Response Date (as defined below) or (ii) Borrower has requested in writing that the Requisite Lenders consent to any amendment, modification or waiver of each calendar yearthe Maxygen License Agreement for which the consent of the Requisite Lenders is required under Section 7.11(a) and the Requisite Lenders have not consented to such amendment, then modification or waiver on or prior to the Response Date. Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations have no obligation upon any prepayment of any Term Loan hereunder to pay, in addition to the extentamounts specified in this Section 2.4, and only any yield maintenance with respect to unaccrued interest that would have accrued through the extent, maturity of a Term Loan had such outstanding Loans and L/C Obligations are Term Loan not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesbeen prepaid.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans or Daily SOFR Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof3,000,000; and (iii) any prepayment of Base Rate Committed Loans or Daily SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or any other transaction or event, in which case such notice may be revoked by the Borrower if such condition is not satisfied. Each such notice shall specify (x) the date and amount of such prepayment and prepayment, (y) the Type(s) of Committed Loans to be prepaid and, (z) if Eurodollar Rate Term SOFR Committed Loans are to be prepaid, the Interest Period(s) of such Term SOFR Committed Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to No Competitive Loan may be prepaid voluntarily without the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date prior consent of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinapplicable Competitive Loan Lender. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments then in effectRevolving Commitments, the Borrower shall immediately prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If Prepayments made pursuant to Section 2.06(c) first, shall be applied ratably to the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations Borrowings (without reduction of any of the Revolving Credit Commitments), second, shall be applied ratably to the extent, outstanding Revolving Credit Loans (without reduction of any of the Revolving Credit Commitments) and only to the extent, such outstanding Competitive Loans and third, shall be used to Cash Collateralize the remaining L/C Obligations are not authorized Obligations. Upon a drawing under any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the then effective necessary Borrower or required approvalsany other Loan Party) to reimburse the Revolving Lenders or the relevant L/C Issuers, consents and authorizations from such Governmental Authoritiesas applicable.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Term Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Term Rate Loans denominated in the Alternative Currency, and (BC) on the date of prepayment of Base Rate Committed Loans and Daily SOFR Loans; (ii) any prepayment of Eurodollar Term Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof; (iii) any prepayment of Term Rate Loans denominated in the Alternative Currency shall be in a minimum principal amount of 500,000 Canadian Dollars or a whole multiple of 100,000 Canadian Dollars in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans or Daily SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, whether such prepayment is a prepayment of the WC Loans, WC Interim Loans, the Revolver Loans or some combination thereof and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Term Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans, provided, notwithstanding the foregoing, any prepayment being made other than with respect to the Revolver Loans (other than a prepayment in full of the WC Interim Loans and a termination of the Aggregate WC Interim Commitment) shall be applied ratably to the WC Loans and WC Interim Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentprepayment (including, in the event such prepayment is a Loan denominated in the Alternative Currency, such Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the BorrowerBorrowers, the Borrower Borrowers 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 a Eurodollar Term Rate Loan or a Daily SOFR Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Outstandings at any time exceed the Aggregate WC Commitments then in effect, the Borrowers shall immediately prepay WC Loans and/or Cash Collateralize the L/C Obligations with respect to WC Letters of Credit in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations with respect to WC Letters of Credit pursuant to this Section 2.04 unless after the prepayment in full of the WC Loans and Swing Line Loans the Aggregate WC Outstandings exceed the Aggregate WC Commitments then in effect; (ii) the Total WC Interim Outstandings at any time exceed the Aggregate WC Interim Commitments then in effect, the Borrowers shall immediately prepay WC Interim Loans and/or Cash Collateralize the L/C Obligations with respect to WC Interim Letters of Credit in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations with respect to WC Interim Letters of Credit pursuant to this Section 2.04 unless after the prepayment in full of the WC Interim Loans the Aggregate WC Interim Outstandings exceed the Aggregate WC Interim Commitments then in effect, (iii) the sum of the Total WC Outstandings plus the Total WC Interim Outstandings, other than the maximum drawing amount of all issued and outstanding Products under Contract LCs, exceed the Borrowing Base at such time, the Borrowers shall immediately prepay WC Loans, WC Interim Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess, and (iv) the Total Revolver Outstandings at any time exceed the Aggregate Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess. (c) The Borrower Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for any reason the Total Outstandings Administrative Agent notifies the Borrowers at any time exceed that the Aggregate Commitments Outstanding Amount of all Loans denominated in the Alternative Currency at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excess; provided, however, that the Borrower shall Outstanding Amount as of such date of payment to an amount not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full exceed 100% of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed ratably any Loans then outstanding in whole or in part without premium or penalty; provided that (i) such notice must be (i) in substantially the form of Exhibit F hereto (or such other form reasonably acceptable to the Administrative Agent) and (ii) received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (iiiii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of another transaction, 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; provided, further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 2.20 as a result of the failure to make such prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages2.20. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penaltypenalty (except as provided below in this section with respect to amounts that may be owing in connection therewith pursuant to Section 3.05); provided that (i) such notice must be received by the Administrative Agent Lender not later than 1:00 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 10,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 10,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cb) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Commitment then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.04(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments Commitment then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $500,000 250,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a securities offering, and the receipt of proceeds thereunder, 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 conditions are not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately upon demand prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (dc) If For an economically meaningful period of time in each fiscal year of the Borrower fails Borrower, as reasonably determined by General Partner, the aggregate outstanding principal balance of all Working Capital Borrowings shall be reduced to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized a relatively small amount as may be reasonably specified by the then effective necessary or required approvals, consents and authorizations from such Governmental AuthoritiesGeneral Partner.

Prepayments. (a) The Each Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans or Daily Floating LIBOR Rate Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.06(a) shall be applied to the outstanding principal amount under the relevant Facility as directed by the Company (or, in the absence of specification, ratably between the Three-Year Term Loan Facility and the Two-Year Term Loan Facility), and subject to Section 2.162.18, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. Subject to Section 2.18, each such prepayment of Revolving Credit Loans shall be applied to the Committed Revolving Credit Loans of the Lenders in accordance with their respective Applicable PercentagesPercentage. (b) [Reserved]. (c) The Borrower Company may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments then in effectRevolving Credit Facility at such time, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.06(c) unless after the prepayment in full of the Committed Revolving Credit Loans and the Swing Line Loan Loans the Total Revolving Credit Outstandings exceed the Aggregate Commitments Revolving Credit Facility at such time. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The If the Administrative Agent notifies the Borrower mayat any time that a Borrowing Base Deficiency exists at such time, upon then the Borrower shall (i) give notice to the Swing Line Lender Administrative Agent and Lenders whether it intends to cure any Borrowing Base Deficiency by 3:00 p.m. on the Business Day following the date on which the Borrower is notified of such Borrowing Base Deficiency (with unless Borrower has actually cured such Borrowing Base Deficiency by such time) and, if so, (ii) cure any Borrowing Base Deficiency by 3:00 p.m. on the second Business Day following the date on which a copy Borrowing Base Deficiency arose by either (A) repaying outstanding Loans or transferring additional Eligible Collateral Assets, Cash or Cash Equivalents to the Collateral Account so that the Borrowing Base will thereupon equal or exceed the Total Outstandings or (B) delivering to the Administrative Agent a written report showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets as of the date of such report, provided that such report shall (1) be satisfactory to the Administrative Agent), (2) give effect to all projected purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Assets and (3) give effect to sales of Collateral Assets only if such sales are (x) committed sales as of the date of such report, (y) sales to Approved Dealers and (z) reasonably expected by the Administrative Agent to be fully settled within 30 days of the date of such report. Notwithstanding Section 7.07, the Borrower Parent may at its option, but shall not in any way be obligated to, contribute Eligible Collateral Assets, Cash or Cash Equivalents at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinto cure a Borrowing Base Deficiency or for any other reason. (c) If for Any prepayment of any reason Loan shall be accompanied by all accrued and unpaid interest, amounts owing under Section 2.06 in respect of the Total Outstandings at amount prepaid and in the case of any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be Eurocurrency Rate Loan any additional amounts required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect3.05. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the 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 a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Commitments, then in effect, the Borrower shall immediately shall, within five (5) Business Days, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess, with any such prepayment being first applied to the Total Outstandings; provided, however, provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans, the Total Outstandings exceed the Aggregate Commitments then in effectCommitments. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Committed Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be received by in the Administrative Agent case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (New York time) not later less than 1:00 p.m. three (A3) three Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Eurodollar Rate Loans such prepayment, and (Biii) in the case of Swingline Borrowings, prior to 11:00 a.m. (New York time) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Committed Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of any such prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.11(d); provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.17. Subject Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.16, each such 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagescomprising such Borrowing. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), If at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date Revolving Credit Exposure of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed all Lenders exceeds the Aggregate Commitments then in effectRevolving Commitment Amount, as reduced pursuant to Section 2.7 or otherwise, the Borrower shall immediately prepay repay Swingline Loans and/or Cash Collateralize the L/C Obligations and Revolving Loans in an aggregate amount equal to such excess; provided, howevertogether with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.17. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, that second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall not be required to Cash Collateralize deposit in an account with the L/C Obligations pursuant to this Section 2.05(b) unless after Administrative Agent, in the prepayment in full name of the Committed Loans Administrative Agent and for the benefit of the Issuing Bank and the Swing Line Loan Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the Total Outstandings exceed the Aggregate Commitments then LC Exposure. Such account shall be administered in effectaccordance with Section 2.20(g) hereof. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three one Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000 or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Revolving Credit Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar LIBOR Rate Loans are to be prepaidLoans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers 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 a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Loan Cap as then in effect, the Borrower Borrowers shall immediately prepay the Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments Loan Cap as then in effect. (d) If The Borrowers shall prepay the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.12 hereof. (e) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Proceeds paid in cash received by a Loan Party on account of a Prepayment Event, irrespective of whether a Dominion Trigger Event then exists and is continuing, provided, however, unless a Dominion Trigger Event has occurred and is continuing, Borrowers shall only be required to prepay the Loans and Cash Collateralize the L/C Obligations with Net Proceeds arising from a Prepayment Event in an amount equal to the lesser of (i) such Net Proceeds or (ii) the amounts advanced or available to be advanced against the assets subject to the Prepayment Event based upon the applicable advance rates in the Borrowing Base. (f) Prepayments made pursuant to Section 2.05(c), (d) and (e) above, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Obligations to the extentBorrowings, and only to the extent, such outstanding Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations are not authorized in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the applicable L/C Issuer or the Lenders, as applicable. Subject to the foregoing, outstanding Base Rate Loans shall be prepaid before outstanding LIBOR Rate Loans are prepaid. Any prepayment of LIBOR Rate Loans pursuant to this Section 2.05 made other than on the last day of an Interest Period applicable thereto, shall be accompanied by payment of all breakage costs payable under Section 3.05 associated therewith. In order to avoid such breakage costs, as long as no Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBOR Rate Loans in the Cash Collateral Account and will apply such funds to the applicable LIBOR Rate Loans at the end of the then effective necessary pending Interest Period therefor (provided that the foregoing shall in no way limit or required approvalsrestrict the Administrative Agent’s rights upon the subsequent occurrence of an Event of Default). (g) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder. (h) Any notice of a prepayment to be made with the proceeds from the incurrence of Indebtedness or in connection with the closing of another transaction (including any notice of termination or reduction of Commitments made pursuant to Section 2.06 below) may state that such prepayment, consents termination or reduction is conditioned on the consummation of such incurrence or other transaction, and authorizations from no Default or Event of Default shall occur if such Governmental Authoritiesprepayment, termination or reduction is not made because such condition is not satisfied.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is made conditional on a transaction or financing, in which case the obligation of the Borrower to make such prepayment (and to pay such payment amount) shall be subject to such conditions. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Unless otherwise agreed by the Borrower and the applicable Bid Loan Lender, the Borrower may voluntarily prepay Bid Loans in whole or in part without premium or penalty in accordance with the provisions of this subsection (b). The Borrower may, upon notice to the applicable Bid Loan Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Bid Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Bid Loan Lender and the Administrative Agent not later than 11:00 a.m. three Business Days prior to any date of prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Bid Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bc) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,0001,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.06(d) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that that: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice 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 such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount at any time exceed exceeds the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent (which notice may, at the Borrower’s election, be conditioned upon the consummation of a refinancing, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of any notice that is conditioned upon the consummation of a refinancing), at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such partial prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Revolving Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, then, the Borrower shall immediately prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.06(d) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Revolving Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the applicable 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, then, the Borrower Company shall immediately prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans of any Class in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further that such notice may be revocable if the Company specifies therein that such prepayment is contingent upon the consummation of an anticipated transaction. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s), Class(es) and currency or currencies of Committed Loans to be prepaid and, if Eurodollar in the case of Term SOFR Loans and Eurocurrency Rate Loans not denominated in Sterling are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of the applicable Class its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the applicable 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 a Eurodollar Term SOFR Loan or Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders of the applicable Class in accordance with their respective Applicable Percentages. (b) The Borrower Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings for the US Dollar Revolving Credit Facility at such time exceed an amount equal to 100% of the Aggregate US Dollar Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower Borrowers shall immediately prepay US Dollar Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; provided, however, that that, subject to the Borrower provisions of Section 2.16(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed US Dollar Revolving Credit Loans and the Swing Line Loan the Total Revolving Credit Outstandings under the US Dollar Revolving Credit Facility exceed the Aggregate US Dollar Revolving Credit Commitments then in effect. If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings for the Multicurrency Revolving Credit Facility at such time exceed an amount equal to 105% of the Multicurrency Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Multicurrency Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Multicurrency Revolving Credit Commitments; provided, however, that, subject to the provisions of Section 2.16(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Multicurrency Revolving Credit Loans the Total Revolving Credit Outstandings under the Multicurrency Revolving Credit Facility exceed the Multicurrency Revolving Credit Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower Borrowers may, upon notice from ▇▇▇▇▇▇▇▇▇ to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans under a Facility in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, amount and amount currency of such prepayment prepayment, whether Committed AC Loans or Committed USD Loans are to be prepaid, and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage in respect of the applicable Facility of such prepayment. If such notice is given by the Borrower▇▇▇▇▇▇▇▇▇, the Borrower Borrowers 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 a Eurodollar Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders under a Facility in accordance with their respective Applicable PercentagesPercentages in respect of such Facility. (b) [reserved]. (c) The Borrower Domestic Borrowers may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the any Domestic Borrower, the Borrower Domestic Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.. 172003018

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans (with respect to all or a specified tranche, if applicable) and/or Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) noon three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 11:00 a.m. on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof or, if less, the outstanding amount of such Loans; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, notice and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the Committed Loans principal repayment installments thereof in direct order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of the relevant facilities. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of prepayment under this Section 2.05(a) not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not be consummated or shall otherwise be delayed. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments then in effectRevolving Credit Facility at such time, the Borrower shall immediately within one Business Day following demand by the Administrative Agent prepay the Revolving Credit Loans, Swing Line Loans and/or and L/C Borrowings or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Revolving Credit Loans, Swing Line Loans and the Swing Line Loan L/C Borrowings the Total Revolving Credit Outstandings exceed the Aggregate Commitments then in effectRevolving Credit Facility. (d) If On the date (or the next succeeding Business Day if such date is not a Business Day) that any Net Proceeds become Excess Sale Proceeds (subject to Section 2.05(h)), (i) the Borrower fails shall make a mandatory pro rata prepayment of the principal of the Loans in the amount of the Excess Sale Proceeds, and (ii) the Revolving Credit Facility shall be reduced, dollar for dollar, by the amount of such Excess Sale Proceeds applied to obtain repay Revolving Credit Loans provided, however, that prepayments and the corresponding reduction in the Revolving Credit Facility under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Net Proceeds and unapplied Extraordinary Receipts exceeds $5,000,000. (e) Any Extraordinary Receipts shall be immediately applied (subject to Section 2.05(h)) as a mandatory pro rata prepayment on the principal of the Loans; provided, however, that prepayments under this Section 2.05(e) shall not be required until the aggregate amount of unapplied Extraordinary Receipts and unapplied Net Proceeds exceeds $5,000,000. (f) Immediately upon the consummation by any approvalLoan Party of any issuance of Additional Debt (but without waiving the requirements of Administrative Agent and/or any Lender’s consent to any such issuance in violation of any Loan Document), consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower shall make (subject to incur Obligations hereunder Section 2.05(h)) a mandatory pro rata prepayment on the principal of the Loans in an amount equal to the Net Proceeds from such issuance. (g) Each prepayment under Section 2.05(d), (e) or before December 31 (f) applied to outstanding Term Loans shall be applied to the principal repayment installments thereof in direct order of each calendar yearmaturity. (h) If any prepayment of Term Loans is required under Section 2.05(d), (e) or (f), then the Borrower shall immediately prepay all outstanding Loans may, by notice to Administrative Agent and Cash Collateralize all L/C Obligations each Term Lender, at least five Business Days prior to the extentdate such prepayment would otherwise become due, provide the Term Lenders with an option to waive their respective Applicable Percentage of such prepayment. Any Term Lender electing to waive such prepayment may do so by providing notice to the Borrower and Administrative Agent of such election at least one Business Day prior to the date upon which such prepayment would otherwise become due. To the extent that any Term Lender elects to waive such prepayment, the Borrower may retain such Term Lender’s Applicable Percentage of such prepayment, subject to other covenants contained in this Agreement. (i) Each prepayment of the Loans under Section 2.05(c), (d), (e) or (f) shall be accompanied by all interest then accrued and unpaid on the principal so prepaid, together with any additional amounts required pursuant to Section 3.05. Any principal or interest prepaid pursuant to this Section shall be in addition to, and only not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment. Each such prepayment shall be applied to the extentTerm Loans, such outstanding Revolving Credit Loans and L/C Obligations are not authorized by or Swing Line Loans, as applicable, of the then effective necessary or required approvals, consents and authorizations from such Governmental AuthoritiesAppropriate Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facility.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof5,000,000; and (iii) any prepayment of Base Rate Committed Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that Borrower shall be entitled to make any such payment conditional on the receipt of other financing or the proceeds of other transactions (if such payment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of the relevant Facilities. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that Borrower shall be entitled to make any such payment conditional on the receipt of other financing or the proceeds of other transactions (if such prepayment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. (c) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments Revolving Credit Facility at such time, then in effectBorrower shall, within five (5) Business Days, prepay the Revolving Credit Loans, the Borrower shall immediately prepay Loans Swing Line Loans, and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Revolving Credit Loans and the Swing Line Loan Loans the Total Revolving Credit Outstandings exceed the Aggregate Commitments then in effectRevolving Credit Facility at such time. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m., California time, (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of Five Hundred Thousand Dollars ($1,000,000 500,000.00) or a whole multiple of One Hundred Thousand Dollars ($500,000 100,000.00) in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount of all Loans at any time exceed exceeds the Aggregate Commitments then in effect, the then Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that . If for any reason the Borrower shall not be required to Cash Collateralize Outstanding Amount of all Revolving Line of Credit Loans at any time exceeds the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full Revolving Line of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments Credit Commitment Amount then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay the Revolving Line of Credit Loans in an aggregate amount equal to such excess. If for any reason the Outstanding Amount of all outstanding Term Commitment Loans and Cash Collateralize all L/C Obligations at any time exceeds the Term Commitment Amount then in effect, then the Borrower shall immediately prepay the Term Commitment Loans in an aggregate amount equal to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesexcess.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed any Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Committed Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iiiC) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of a prepayment to be made in connection with any refinancing of all of the Commitments with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided further that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such Each prepayment shall be applied paid to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages (except as permitted under Section 2.16). (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the BorrowerCompany, the applicable 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 a Eurodollar Rate any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.162.17, each such prepayment shall be applied paid to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities. (b) The Borrower Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed an amount equal to 105% of the Aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower Borrowers shall immediately prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Credit Commitments then in effect; provided, however, that that, subject to the Borrower provisions of Section 2.17(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Borrower fails to obtain Administrative Agent notifies the Company at any approval, consent or authorization from any Governmental Authority which is necessary or required time that the Outstanding Amount of all Loans denominated in order to permit Alternative Currencies plus the Borrower to incur Obligations hereunder on or before December 31 Outstanding Amount of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the extentAlternative Currency Sublimit then in effect, and only to then, within two Business Days after receipt of such notice, the extent, such outstanding Borrowers shall prepay Loans and and/or the Company shall Cash Collateralize the L/C Obligations are in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not authorized by to exceed 100% of the Alternative Currency Sublimit then effective necessary or required approvalsin effect. The Administrative Agent may, consents at any time and authorizations from time to time after the initial deposit of such Governmental AuthoritiesCash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of LIBOR Floating Rate Loans or Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of LIBOR Floating Rate Loans or Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidrepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied paid to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower mayDuring the Waiver Period, upon notice and subject to the Swing Line Lender terms of the Intercreditor Agreement, if any Consolidated Party makes any Disposition (with a copy to the Administrative Agentother than Dispositions permitted by Section 7.05(b)(i), at (ii), (iii) and (iv)), issues any time Equity Interests, or from time to timeincurs any Indebtedness, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that the Borrower shall, within three (3) Business Days of (i) receipt by such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date Consolidated Party of the prepayment, and proceeds thereof or (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and any Excess Un-Reinvested Proceeds no longer qualify as Excluded Net Proceeds, make a mandatory repayment of the Pari Passu Obligations in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds received in connection with such prepayment. If Disposition, such notice is given by the Borrowerissuance of Equity Interests, the Borrower shall make or such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinIndebtedness, other than Excluded Net Proceeds. (c) If for any reason Each mandatory repayment of the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower Pari Passu Obligations required under clause (b) above shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal be applied to such excess; provided, however, that Pari Passu Obligations (including the Borrower shall not Obligations) as set forth in the Intercreditor Agreement. The portion of such mandatory repayments to be required to Cash Collateralize the L/C Obligations pursuant applied to this Section 2.05(b) unless after facility in accordance with the prepayment in full Intercreditor Agreement shall be applied to payment of the Committed Outstanding Amount of Loans and ratably among the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then Lenders in effectaccordance with their Applicable Percentages. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Lines the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.04(b) unless after the prepayment in full of the Committed Revolving Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice (which may be conditional) must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans or LIBOR Floating Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans or LIBOR Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidrepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately shall, on the next Business Day following the date on which the Borrower receives notice from the Administrative Agent, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (dc) If No Bid Loan may be prepaid without the Borrower fails to obtain any approval, prior consent or authorization from any Governmental Authority which is necessary or required in order to permit of the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesapplicable Bid Loan Lender.

Prepayments. (a) The Each Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the The payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower Borrowers may, upon written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the The applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for the Administrative Agent notifies the Borrowers at any reason time that the Total Outstandings at any such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower Borrowers shall immediately prepay Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that that, subject to the Borrower provisions of Section 2.17(a)(i), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Borrower fails Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to obtain any approval105% of the Alternative Currency Sublimit then in effect, consent or authorization from any Governmental Authority which is necessary or required then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in order an aggregate amount sufficient to permit reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, Alternative Currency Sublimit then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesin effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) noon three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 11:00 a.m. on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof or, if less, the outstanding amount of such Loans; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, notice and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of prepayment under this Section 2.05(a) not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Committed Loans, which refinancing shall not be consummated or shall otherwise be delayed. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount of all Loans at any time exceed exceeds the Aggregate Commitments then in effect, the Borrower shall immediately within one Business Day following demand by the Administrative Agent prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (d) On the date (or the next succeeding Business Day if such date is not a Business Day) that any Net Proceeds become Excess Sale Proceeds, (i) the Borrower shall make a mandatory prepayment of the principal of the Loans in the amount of the Excess Sale Proceeds, and (ii) the Aggregate Commitments shall be reduced, dollar for dollar, by the amount of such Excess Sale Proceeds provided, however, that prepayments and the corresponding reduction in Aggregate Commitments under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Net Proceeds and unapplied Extraordinary Receipts exceeds $5,000,000. (e) Any Extraordinary Receipts shall be immediately applied as a mandatory prepayment on the Loans; provided, however, that the Borrower prepayments under this Section 2.05(e) shall not be required until the aggregate amount of unapplied Extraordinary Receipts and unapplied Net Proceeds exceeds $5,000,000. (f) Immediately upon the consummation by any Loan Party of any issuance of Additional Debt (but without waiving the requirements of Administrative Agent and/or any Lender’s consent to Cash Collateralize any such issuance in violation of any Loan Document), the L/C Obligations Borrower shall make a mandatory prepayment on the Loans in an amount equal to the Net Proceeds from such issuance. (g) Each prepayment under Section 2.05(c), (d), (e) or (f) shall be applied ratably as follows: (i) first to prepay the Outstanding Amount of the Committed Loans, and (ii) second, to repay the Outstanding Amount of the Swing Line Loans. (h) Each prepayment of the Loans under Section 2.05(c), (d), (e) or (f) shall be accompanied by all interest then accrued and unpaid on the principal so prepaid, together with any additional amounts required pursuant to Section 3.05. Any principal or interest prepaid pursuant to this Section 2.05(b) unless after shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment. Each such prepayment in full of shall be applied to the Committed Loans and the or Swing Line Loan Loans, as applicable, of the Total Outstandings exceed the Aggregate Commitments then Lenders in effectaccordance with their respective Applicable Percentage of such Committed Loans or Swing Line Loans. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Each Borrower may, upon notice to the Administrative Agent, given not later than 11:00 a.m. Charlotte time on the date of such prepayment, specifying that it is prepaying Base Rate Loans made to it, prepay without penalty or premium such Base Rate Loans in whole at any time or in part in amounts aggregating $500,000 ($100,000 in the case of Swingline Loans) from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received time, by paying the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall to be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingpaid. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such optional prepayment shall be applied to pay the Committed Base Rate Loans of the Lenders several Banks in accordance with proportion to their respective Applicable PercentagesPro Rata Shares. (b) The Each Borrower may, upon at least three (3) Business Days’ notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to given not later than 11:00 a.m., Charlotte time, voluntarily specifying that it is prepaying the SOFR Loans made to it, prepay Swing Line the SOFR Loans to which a given Interest Period applies, in whole whole, or in part without premium or penalty; provided that (i) such notice must in amounts aggregating $2,500,000, by paying the principal amount to be received by the Swing Line Lender paid together with all accrued and the Administrative Agent not later than 1:00 p.m. on unpaid interest thereon to and including the date of the prepayment, payment and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date funding losses and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and other amounts payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessunder Section 2.10; provided, however, that in no event may such Borrower make a partial prepayment of SOFR Loans which results in the total outstanding SOFR Loans with respect to which a given Interest Period applies being less than $2,500,000. Each such optional prepayment shall be applied to pay the SOFR Loans of the several Banks in proportion to their respective Pro Rata Shares. (c) Each notice of prepayment under this Section 2.08 shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of SOFR Loans, the applicable Interest Period), and shall be irrevocable and shall bind the applicable Borrower to make such prepayment on the terms specified therein. Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s Pro Rata Share of such prepayment and such notice shall not thereafter be required revocable by such Borrower; provided that if such notice has also been furnished to Cash Collateralize the L/C Obligations Banks, the Administrative Agent shall have no obligation to notify the Banks with respect thereto. Loans prepaid pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval2.08 may be reborrowed, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations subject to the extent, terms and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesconditions of this Agreement.

Prepayments. (a) The Each Borrower mayshall have the right, upon notice to the Administrative Agent, at any time or and from time to time voluntarily to prepay Committed Loans any Borrowing, in whole or in part without premium or penalty; part, provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed ABR Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower each partial prepayment shall be in an amount that is (i) an integral multiple of $500,000 and not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(bless than $1,000,000, for any ABR Loan, or (ii) unless after the prepayment in full an integral multiple of the Committed Loans $1,000,000 and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effectnot less than $3,000,000, for any Eurodollar Loan. (db) If If, on the date of any termination or reduction of the Commitments pursuant to Section 1.03, or any adjustment of Sublimits pursuant to Section 1.06, the aggregate principal amount of all Loans to any Borrower fails outstanding at any time exceeds such Borrower’s Sublimit (such excess, an “Over-Advance”), then such Borrower shall pay or prepay so much of the Loans in an amount equal to obtain any approvalthe lesser of such Over-Advance and the aggregate principal amount of all Loans outstanding to such Borrower. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, consent or authorization from any Governmental Authority which is necessary or required in order to permit the shall be irrevocable and shall commit such Borrower to incur Obligations hereunder prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.08 shall be subject to Section 2.12 but otherwise without premium or before December 31 of each calendar year, then penalty. All prepayments under this Section 2.08 shall be accompanied by accrued interest on the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations principal amount being prepaid to the extent, and only date of payment. Each prepayment shall be made to the extentAdministrative Agent, to be distributed to the Lenders, pro rata in accordance with the proportion that each Lender’s Loans of the Type prepaid bears to the aggregate amount of all Lenders’ Loans of such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental AuthoritiesType outstanding.

Prepayments. (a) The Any Borrower may, upon notice to the Administrative AgentAgent from such Borrower, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be a whole multiple of $1,000,000; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified thereinin the applicable notice; provided that if such notice is given in connection with a full or partial refinancing of the Commitments, such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the date of such prepayment) if such condition is not satisfied. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.13, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to If the Administrative Agent), Agent notifies the Borrowers at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date solely as a result of the prepaymentfluctuations in currency exchange rates, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any such time exceed an amount equal to 105% of the Aggregate Commitments then in effect or (ii) other than as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, in either case, within two Business Days after receipt of such notice, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; provided. (c) If the Administrative Agent notifies the Borrowers at any time that (i) solely as a result of fluctuations in currency exchange rates, however, that the Borrower shall not be required Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full 105% of the Committed Alternative Currency Sublimit then in effect or (ii) other than as a result of fluctuations in currency exchange rates, the Outstanding Amount of all Loans and denominated in Alternative Currencies at such time exceeds the Swing Line Loan Alternative Currency Sublimit then in effect, then, in either case, within two Business Days after receipt of such notice, the Total Outstandings Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments Alternative Currency Sublimit then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 10,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the any Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to No Bid Loan may be prepaid without the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date prior consent of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinapplicable Bid Loan Lender. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the no Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If Upon the occurrence of a Change in Control, each Borrower fails to obtain any approvalagrees that if requested by the Administrative Agent (acting at the request of the Required Lenders) such Borrower will promptly prepay its Loans, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans together with accrued interest and will promptly Cash Collateralize all its L/C Obligations to Obligations; provided that no prepayment of any Bid Loan shall be made without the extentprior consent of the Lender thereof. Upon such prepayment, the Aggregate Commitments and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental AuthoritiesCommitment of each Lender shall automatically terminate.

Prepayments. (a) The Borrower Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 11:00 a.m. on the date of prepayment of Base Rate Committed such Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. (b) The Borrower At any time during which an Autoborrow Agreement is not in effect, the Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Revolving Advance Limit then in effecteffect (including the Revolving Borrowing Base in effect after giving pro forma effect to any Disposition required to be reported pursuant to Sections 6.02(c) and 6.03(g)), the Borrower Company shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments Revolving Advance Limit then in effect. (d) If for any reason the Borrower fails to obtain any approvalaggregate Outstanding Amount of Swing Line Loans exceeds the Swing Line Sublimit, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower Company shall immediately prepay all outstanding Swing Line Loans and Cash Collateralize all L/C Obligations in an aggregate amount at least equal to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesexcess.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Incremental Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 in excess thereof; , and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding (or in the case of each of clauses (ii) and (iii), such other amount as may be provided in the applicable Incremental Term Loan Agreement). Each such notice shall specify (x) the date and amount of such prepayment prepayment, (y) whether such Loans are Committed Loans or Incremental Term Loans, and, if Incremental Term Loans, the applicable Series and (z) the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender or Incremental Term Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Fixed Period Eurodollar Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment (1) of Committed Loans shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Applicable PercentagesPro Rata Shares and (2) of Incremental Term Loans shall be applied to Incremental Term Loans in such Series in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Term Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Term Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Term Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar LIBO Rate Loans are to be prepaidLoans, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers 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 a Eurodollar LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect, the Borrower Borrowers shall immediately prepay Committed Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect. (d) After the occurrence and during the continuance of a Cash Dominion Event, any proceeds deposited to the Concentration Account in accordance with the provisions of Section 6.13, including, without limitation, any Net Proceeds received by a Loan Party upon the occurrence of a Prepayment Event shall be transferred to the Concentration Account in accordance with Section 6.13 and shall, (i) if deposited in the Concentration Account not later than 2:00 p.m. in immediately available funds, be utilized to prepay the Loans on the date such funds were deposited into the in the Concentration Account, or (ii) if deposited in the Concentration Account after 2:00 p.m. in immediately available funds, be utilized to prepay the Loans on the next Business Day following the date such funds were deposited into the in the Concentration Account, in either case in the order of priority set forth in Section 2.05(e). The application of all such proceeds to the Loans shall not reduce the Commitments. If no Cash Dominion Event exists (or if all Obligations then due pursuant to Section 2.05(e) are paid in full during the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 existence of each calendar yeara Cash Dominion Event), then any proceeds deposited to the Concentration Account shall be remitted without any deduction of any kind to the operating account of the Borrowers designated by the Lead Borrower on (i) if received in the Concentration Account not later than 2:00 p.m. in immediately available funds, the date such funds were deposited into the in the Concentration Account, or (ii) if received in the Concentration Account after 2:00 p.m. in immediately available funds, the next Business Day following the date such funds were deposited into the in the Concentration Account. (e) Prepayments made pursuant to this Section 2.05, first, shall immediately prepay all be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans and Committed Loans, third, in the case of payments other than pursuant to Section 2.05(d) when no Event of Default exists, shall be used to Cash Collateralize the remaining L/C Obligations in accordance with Section 2.03(g); and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Obligations to the extentBorrowings, and only to the extent, such outstanding Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations are not authorized in full may be retained by the then effective necessary Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or required approvalsnotice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, consents and authorizations from such Governmental Authoritiesas applicable.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent (which notice may, at the Borrower’s election, be conditioned upon the effectiveness of other transactions, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of the revocation of any conditional notice), at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall shall, subject to the satisfaction of any conditions specified therein, make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay (which may be with the proceeds of a Revolving Loan) Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such partial prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.the (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize provide L/C Support to the relevant L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize provide L/C Support with respect to the L/C Obligations pursuant to this Section 2.05(b2.04(c) unless after the prepayment in full of the Committed Revolving Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments then in effectCommitments. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Each Borrower may, upon notice to may prepay the Administrative Agent, at any time or principal sum outstanding from time to time voluntarily prepay Committed Loans hereunder as provided in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior Credit Agreement, subject to any date prepayment premium set forth in the Credit Agreement. This Note has been issued pursuant to the Credit Agreement, and all of prepayment the terms, covenants and conditions of Eurodollar Rate Loans the Credit Agreement (including all Exhibits and (BSchedules thereto) on and all other instruments evidencing or securing the date indebtedness hereunder are hereby made a part of prepayment this Note and are deemed incorporated herein in full. Upon the occurrence and during the continuance of Base Rate Committed Loans; (ii) an Event of Default, in accordance with the terms of the Credit Agreement and the other Loan Documents, as applicable, in addition to any prepayment other remedies to which the holder of Eurodollar Rate Loans this Note may be entitled, the total unpaid principal balance of the indebtedness evidenced hereby, together with all other accrued but unpaid Obligations, and all other sums owing hereunder, under the Credit Agreement or under any other Loan Document, may be declared to be immediately due and payable. All agreements between Borrowers and Agent and/or Holder are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration of maturity of the unpaid principal balance hereof, or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of the money to be advanced hereunder exceed the highest lawful rate permissible under applicable usury laws. If, from any circumstances whatsoever, fulfillment of any provision hereof, of the Credit Agreement or of any other Loan Documents shall involve transcending the limit of validity prescribed by any law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, reduced to the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount limit of such prepayment and the Type(s) of Committed Loans to be prepaid validity, and, if Eurodollar Rate Loans are to from any circumstance Holder shall ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued excessive interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans reduction of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice unpaid principal balance due hereunder and not to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender payment of interest. This provision shall control every other provision of all agreements between Borrowers and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinand/or Holder. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent)If, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent Minimum Collateral Amount does not later than 1:00 p.m. on the date equal at least 110% of the prepayment, and Outstanding Amount (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowerdeficiency, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year“shortfall”), then the Borrower shall immediately prepay all outstanding Loans promptly, within three Business Days of obtaining knowledge thereof (and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized without notice or demand by the then effective Administrative Agent or any Lender), (i) prepay the Loans, (ii) increase the cash maintained in the Collateral Account, or (iii) effect a combination of the foregoing (i) and (ii), in each case necessary or required approvals, consents and authorizations from to eliminate such Governmental Authoritiesshortfall.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentprepayment (in respect of the relevant Facility). If such notice is given by the a Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the applicable Borrower and, if not otherwise directed by the applicable Borrower, in forward order of maturity. Subject to Section 2.16, each such prepayment shall be applied paid to the Committed Loans of the applicable Lenders in accordance with their respective Applicable PercentagesPercentages of the relevant Facility. (b) The Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans of such Borrower in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000 or, in each case, if less, the entire principal amount then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect, the each Borrower shall immediately promptly prepay its Revolving Credit Loans and/or Swing Line Loans, and/or Cash Collateralize the L/C Obligations Obligations, in an aggregate collective amount taking in to account all such payments, equal to such excess; provided, however, provided that the no Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Revolving Credit Loans and the Swing Line Loan Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B) on the date of prepayment of Revolving Loans that are Base Rate Committed Loans; Loans (ii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Revolving Loans that are Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Revolving Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans or Term Loans in whole or in part (without premium or penalty); provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Percentage, in respect of Committed Revolving Loans or Term Loans, as applicable, of such prepayment. If Unless the Borrower revokes such notice is given by at least one (1) Business Day prior to the Borrowerspecified prepayment date, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of Committed Revolving Loans or Term Loans, as applicable. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Maximum Available Amount then in effect, the Borrower shall immediately within three (3) Business Days after notice from the Administrative Agent (i) prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.06(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments Maximum Available Amount then in effect and/or (ii) comply with the requirements described in Article IV to add one or more additional Unencumbered Assets in accordance with Article IV such that Total Outstandings no longer exceed the Maximum Available Amount then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that that: (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) 11:00 a.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) LIBOR Loans, or on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 200,000, or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the applicable 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 a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 12:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Fixed Period Eurodollar Rate Loans, (B) one Business Day prior to any date of prepayment of Daily Floating Eurodollar Loans and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans and Daily Floating Eurodollar Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) Currency Type and Interest Rate Type of Committed Revolving Loans to be prepaid and, if Fixed Period Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the any Borrower, the 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 a Fixed Period Eurodollar Rate Loan or a Daily Floating Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower Borrowers may, upon notice to the Swing Line Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,0001,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the any Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason reason, at any time, the Total Outstandings Revolving Credit Exposure exceeds the Line Cap at any time exceed the Aggregate Commitments then in effectsuch time, the Borrower Borrowers shall immediately prepay the applicable Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to of such excess, as applicable. (d) In the event that at any time any Borrowing Base Deficiency shall exist, the Borrowers shall prepay the Loans (or Cash Collateralize Letters of Credit as contemplated by Section 2.04(g)) in such amounts as shall be necessary so that such Borrowing Base Deficiency no longer exists; providedprovided that if, howeverwithin five Business Days after delivery of a Borrowing Base Report demonstrating such Borrowing Base Deficiency (and/or at such other times as any Borrower has knowledge of such Borrowing Base Deficiency), that the Borrower Borrowers shall present the Administrative Agent with a reasonably feasible plan to cause such Borrowing Base Deficiency to no longer exist within 20 Business Days (which 20-Business Day period shall include the five Business Days permitted for delivery of such plan), then such prepayment or reduction (or Cash Collateralization) shall not be required to Cash Collateralize be effected immediately but may be effected in accordance with such plan (with such modifications as the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approvalBorrowers may reasonably determine), consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations so long as such Borrowing Base Deficiency no longer exists prior to the extent, and only to the extent, end of such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities20-Business Day period.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, may prepay this Note in whole or in part at any time or from time to time voluntarily prepay Committed Loans without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The Borrower shall notify Agent at least three Business Days prior to the date of prepayment in whole or part. (b) In the event that any Note Party receives Net Cash Proceeds from any Disposition of Collateral or any Casualty Event with respect to Collateral, the Borrower shall prepay outstanding Principal in part without premium or penaltyan amount equal to 100% of the amount of such Net Cash Proceeds within three (3) Business Days of Borrower’s receipt of such Net Cash Proceeds; provided that (i) no prepayment shall be required under this Section 3.2(b) in connection with any Disposition (or series of related Dispositions) or Casualty Event resulting in a Note Party’s receipt of less than $100,000 in Net Cash Proceeds, individually, or $500,000 in Net Cash Proceeds, in the aggregate for all such notice must be received by Dispositions or Casualty Events during the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date term of prepayment of Eurodollar Rate Loans this Note, or and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment in the case of Eurodollar Rate Loans a Casualty Event, so long as no Event of Default under Section 11.1 or 11.6 shall have occurred and be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrowercontinuing, the Borrower shall make be permitted to apply the Net Cash Proceeds received by the Borrower or any other Note Party in connection with such prepayment and Casualty Event to repair or replace the payment amount specified in property affected by such notice shall Casualty Event within 180 days following such receipt or to reimburse the Borrower or the applicable Note Party for amounts expended to repair or replace such property prior to receipt of such Net Cash Proceeds; provided, however, if such Net Cash Proceeds are not so reinvested (or contractually committed to be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidreinvested) within such 180-day period, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment Net Cash Proceeds shall be applied by the Borrower to prepay outstanding Principal under this Note; provided, further that until so reinvested, such Net Cash Proceeds shall at all times be held by such Note Party in a deposit account segregated from other funds of such Note Party subject to the Committed Loans control of the Lenders in accordance with their respective Applicable Percentages. (b) Agent for the benefit of the Noteholders. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time agrees that such repaired or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender replacement property shall constitute Collateral and the Administrative Note Parties agree to take such actions as are necessary and as Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified may reasonably request to perfect Agent’s Lien in such notice shall be due and payable on the date specified thereinCollateral. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to All payments under this Section 2.05(b) unless after shall be accompanied by accrued interest on the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effectPrincipal amount prepaid. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower Borrowers may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable except to the extent delivered in connection with a notice of termination of the Aggregate Commitments pursuant to Section 2.06 that is conditioned upon the effectiveness of other credit facilities, in which case such notice of prepayment may be revoked by a Borrower to the same extent that the notice of termination may be revoked pursuant to Section 2.06. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the a Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (bi) The Borrower Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (iiB) any such prepayment shall be in a minimum principal amount of the lesser of (i) $500,000100,000 or (ii) the principal outstanding under the Swing Line Loan. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If Upon the occurrence of any Disposition by a Borrower or any of their Subsidiaries which results in the realization of Net Cash Proceeds, the Borrowers shall prepay the Loans by an amount equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person, provided, however, that, at the election of the Borrowers (as notified by the Parent Borrower to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Borrowers or such Subsidiary may, within 365 days after the receipt of such cash proceeds, reinvest such Net Cash Proceeds in operating assets of the Parent Borrower and its Subsidiaries; and provided, further, however, that any cash proceeds not reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(d), and, provided, further, however, that prepayments under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Net Cash Proceeds exceeds $2,000,000. The provisions of this section do not constitute consent to any Dispositions by the Parent Borrower or any of its Subsidiaries not otherwise permitted hereunder. (e) Upon any Extraordinary Receipt received by or paid to or for the account of a Borrower or any of their Subsidiaries not otherwise included in this Section, the Borrowers shall prepay an aggregate principal amount of Loans equal to such Extraordinary Receipt immediately upon receipt thereof by a Borrower or such Subsidiary; provided, however, that, at the election of the Borrowers (as notified by the Parent Borrower to the Administrative Agent on or prior to the date of receipt of such Extraordinary Receipt), and so long as no Default shall have occurred and be continuing, the Parent Borrower or such Subsidiary may apply within 365 days after the receipt of such cash proceeds to reinvest in operating assets of the Borrower fails to obtain and its Subsidiaries; and provided, further, however, that any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower cash proceeds not so applied shall be immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations applied to the extentprepayment of the Loans as set forth in this Section 2.05(e), and only and, provided, further, however, that prepayments under this Section 2.05(e) shall not be required until the aggregate amount of unapplied Extraordinary Receipts exceeds $2,000,000. (f) Upon the incurrence or issuance by the Parent Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds therefrom immediately upon receipt. (g) Each prepayment under this Section 2.05 shall be accompanied by accrued interest on the amount prepaid to the extentdate of such prepayment and amounts, if any, required to be paid pursuant to Section 3.05 as a result of such outstanding Loans and L/C Obligations are not authorized prepayment. (h) In connection with each prepayment pursuant to this Section 2.05, the Administrative Agent shall have received a prepayment notice substantially in the form of Exhibit H or such other form as may be approved by the then effective necessary Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed by a Responsible Officer of the Parent Borrower. (i) Notwithstanding anything to the contrary herein, the Aggregate Commitments shall not be permanently reduced by any mandatory prepayments required approvals, consents and authorizations from such Governmental Authoritiesby this Section.

Prepayments. (a) The Borrower may, upon notice delivery of a Notice of Committed Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) [Reserved]. (c) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.06(d) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower Loan Parties may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and or (B) on the date of prepayment of Base Rate Committed Loans; (ii) except in the circumstances contemplated by Section 2.05(c), any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and (iii) except in the circumstances contemplated by Section 2.05(c), any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany (on behalf of itself or any Borrowing Subsidiary), the Borrower applicable Loan Party 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to No Bid Loan may be prepaid without the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date prior consent of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinapplicable Bid Loan Lender. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, then upon written notice from the Borrower Administrative Agent, the Loan Parties shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that (i) if such prepayment obligation is a result of changes in the Borrower Spot Rate on any Revaluation Date and the amount of such prepayment obligation does not exceed $1,000,000, no such prepayment shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after and (ii) if such prepayment obligation is a result of changes in the prepayment in full of the Committed Loans Spot Rate on any Revaluation Date and the Swing Line amount of such prepayment obligation exceeds $1,000,000, the Loan Parties may defer such prepayment obligation until the next Revaluation Date (a “Deferral Date”). On any Deferral Date, the Loan Parties shall prepay Loans in an aggregate amount equal to the amount by which the Total Outstandings exceed (calculated using current Spot Rates) on such Deferral Date exceeds the Aggregate Commitments then in effect. (d) If for any reason the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required Dollar Equivalent of the aggregate outstanding principal amount of the Foreign Currency Committed Loans denominated in order to permit Mexican Pesos exceeds the Borrower to incur Obligations hereunder on or before December 31 of each calendar yearPeso Sublimit then in effect, then upon written notice from the Borrower Administrative Agent, the Loan Parties shall immediately prepay all outstanding Foreign Currency Committed Loans denominated in Mexican Pesos in an aggregate amount equal to such excess; provided, however, (i) if such prepayment obligation is a result of changes in the Spot Rate on any Revaluation Date and Cash Collateralize all L/C Obligations the amount of such prepayment obligation does not exceed $1,000,000, no such prepayment shall be required pursuant to this Section 2.05(d) and (ii) if such prepayment obligation is a result of changes in the Spot Rate on any Revaluation Date and the amount of such prepayment obligation exceeds $1,000,000, the Loan Parties may defer such prepayment obligation until the next Deferral Date. On any Deferral Date, the Loan Parties shall prepay Foreign Currency Committed Loans denominated in Mexican Pesos in an aggregate amount equal to the extent, and only to amount by which the extent, Dollar Equivalent of the aggregate outstanding principal amount of the Foreign Currency Committed Loans denominated in Mexican Pesos (calculated using current Spot Rates) on such outstanding Loans and L/C Obligations are not authorized by Deferral Date exceeds the Peso Sublimit then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesin effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Maximum Availability then in effect, the Borrower shall immediately within one (1) Business Day after notice from the Administrative Agent prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.06(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments Maximum Availability then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that Borrower shall be entitled to make any such payment conditional on the receipt of other financing or the proceeds of other transactions (if such payment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that Borrower shall be entitled to make any such payment conditional on the receipt of other financing or the proceeds of other transactions (if such prepayment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Maximum Availability then in effect, the then Borrower shall immediately shall, within five (5) Business Days, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments Maximum Availability then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower mayBorrowers may prior to a Cash Dominion Event, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that provided, that, (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar LIBO Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar LIBO Rate Loans are to be prepaidLoans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers 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 a Eurodollar LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that provided, that, (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Loan Cap as then in effect, the Borrower Borrowers shall immediately prepay Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessexcess no later than one (1) Business Day thereafter; provided, howeverthat, that the Borrower Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments Loan Cap as then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans borrowed by it in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 ¥400,000,000 (or such amount's Dollar Equivalent) or a whole multiple of $500,000 ¥40,000,000 (or such amount's Dollar Equivalent) in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each casethe case of clauses (ii) and (iii) above, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepayment. If such notice is given by the a Borrower, the 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 a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.13, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount of the Loans at any time exceed the Aggregate Commitments then in effect, one or more of the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations borrowed by it in an aggregate amount equal to such excess; provided. (c) Upon the occurrence of a Change of Control, howeverthe Administrative Agent shall, at the request of the Required Lenders, notify the Borrowers that the Borrower Aggregate Commitments and the Commitment of each Lender shall terminate as of the date specified in such notice. If such notice of termination has been requested by the Required Lenders, the Administrative Agent shall also, at that time or later, at the request of the Required Lenders, additionally notify the Borrowers that they shall prepay the Outstanding Amount of the Loans and the date on which such prepayment is required to be made (which date shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(bless than five (5) unless Business Days after the prepayment in full date of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extentsuch notice), and only to the extenteach Borrower agrees that, upon such additional notice, such outstanding Borrower will prepay the Outstanding Amount of its Loans and L/C Obligations are not authorized by on the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesdate specified.

Prepayments. (a) The Borrower may, upon notice to Each of the Administrative Agent, Borrowers may at any time or and from time to time voluntarily prepay Committed the Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part part, subject to subsection 4.12, without premium or penalty, upon at least three Business Days’ (or such shorter period as may be agreed to by the Administrative Agent) irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of Eurocurrency Loans outstanding in Dollars or BA Equivalent Loans and Reimbursement Obligations outstanding in any Canadian Dollars) or same day irrevocable notice by the Borrower Representative to the Administrative Agent (in the case of (x) ABR Loans and (y) Reimbursement Obligations outstanding in Dollars or Canadian Dollars); provided that (i) if any such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment is given in connection with a conditional notice of Eurodollar Rate Loans and (B) on the date termination of Commitments as contemplated by subsection 2.3 then such notice of prepayment may be revoked if such notice of Base Rate Committed Loans; (ii) termination is revoked in accordance with subsection 2.3. Such notice shall specify, in the case of any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lessLoans, the entire principal amount thereof then outstanding. Each such notice shall specify identity of the prepaying Borrower, the date and amount of such prepayment and whether the Type(sprepayment is (i) of Committed Revolving Credit Loans to be prepaid or Swing Line Loans, or a combination thereof, and (ii) of Eurocurrency Loans, BA Equivalent Loans or ABR Loans or a combination thereof and, in each case if Eurodollar Rate Loans are to be prepaida combination thereof, the Interest Period(s) principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such LoansReimbursement Obligations. The Upon the receipt of any such notice, the Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentthereof. If any such notice is given by the Borrowergiven, the 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 , together with (if a Eurocurrency Loan or BA Equivalent Loan is prepaid other than at the end of a Eurodollar Rate Loan shall be accompanied by all the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.12 and accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of the Loans and the Reimbursement Obligations pursuant to Section 3.05. Subject this subsection 4.4(a) shall (unless the Borrower Representative otherwise directs) be applied, first, to Section 2.16payment of any Agent Advances then outstanding, each such prepayment second, to the payment of the Swing Line Loans then outstanding, third, to the payment of any Revolving Credit Loans that are Tranche A U.S. Facility Revolving Credit Loans or Tranche A Canadian Facility Revolving Credit Loans, as applicable, then outstanding, fourth, to the payment of any Revolving Credit Loans that are Tranche A-1 U.S. Facility Revolving Credit Loans or Tranche A-1 Canadian Facility Revolving Credit Loans, as applicable, then outstanding, fifth, to the payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent; provided, further, that any pro rata calculations required to be made pursuant to this subsection 4.4(a) in respect of any Loan denominated in Canadian Dollars shall be applied made on a Dollar Equivalent basis. Partial prepayments pursuant to this subsection 4.4(a) shall be in multiples of $1,000,000; provided that, notwithstanding the Committed Loans of the Lenders foregoing, any Loan may be prepaid in accordance with their respective Applicable Percentagesits entirety. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily U.S. Borrowers shall prepay all Swing Line Loans in whole or in part without premium or penalty; provided that then outstanding simultaneously with each borrowing of Revolving Credit Loans. (i) On any day (other than during an Agent Advance Period) on which the Aggregate Tranche A U.S. Borrower Credit Extensions (disregarding any Agent Advances to the U.S. Borrowers) exceeds the Tranche A U.S. Borrowing Base at such notice must be received by time, the Swing Line Lender and U.S. Borrowers shall prepay on such day (x) first, the Administrative Agent not later than 1:00 p.m. on principal of outstanding Tranche A Canadian Facility Revolving Credit Loans made to the date of the prepayment, U.S. Borrowers and (iiy) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowersecond, the Borrower shall make such prepayment principal of outstanding Tranche A U.S. Facility Revolving Credit Loan, in each case to the extent required and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided. If, howeverafter giving effect to the prepayment of all outstanding Tranche A Canadian Facility Revolving Credit Loans made to the U.S. Borrowers and Tranche A U.S. Facility Revolving Credit Loans, that the Borrower shall not be required to Cash Collateralize aggregate amount of the U.S. Facility L/C Obligations pursuant exceeds the Tranche A U.S. Borrowing Base at such time, the U.S. Borrowers shall pay to this Section 2.05(bthe Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to such L/C Obligations at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the U.S. Borrowers to the Issuing Lenders, the Canadian Facility Lenders and the U.S. Facility Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. (ii) unless Without duplication of any mandatory prepayment required under clause (i) of subsection 4.4(c) above, on any day (other than during an Agent Advance Period) on which the Aggregate Tranche A-1 U.S. Borrower Credit Extensions exceeds the Tranche A-1 U.S. Borrowing Base at such time, the U.S. Borrowers shall prepay on such day the principal of outstanding Tranche A-1 U.S. Facility Revolving Credit Loans, in each case to the extent required and in an aggregate amount equal to such excess. To the extent that, at such time, the Tranche A U.S. Borrowing Base exceeds the Aggregate Tranche A U.S. Borrower Credit Extensions, such prepayment shall be made (subject to satisfaction of the conditions set forth in subsection 6.2(d)) by refinancing such Tranche A-1 U.S. Facility Revolving Credit Loan with an equivalent amount of Tranche A U.S. Facility Revolving Credit Loans. (iii) Without duplication of any mandatory prepayment required under clause (i) or (ii) of subsection 4.4(c) above, on any day (other than during an Agent Advance Period) on which the Aggregate Tranche A Canadian Borrower Credit Extensions (disregarding any Agent Advances to the Canadian Borrower) exceeds the sum of (A) the Dollar Equivalent of the Tranche A Canadian Borrowing Base at such time plus (B) the difference between (1) the Tranche A U.S. Borrowing Base at such time minus (2) the Aggregate Tranche A U.S. Facility Extension at such time, the Canadian Borrower shall prepay on such day the principal of outstanding Tranche A Canadian Facility Revolving Credit Loans made to the Canadian Borrower in an aggregate amount equal to such excess. If, after giving effect to the prepayment in full of all outstanding Tranche A Canadian Facility Revolving Credit Loans made to the Canadian Borrower, the aggregate amount of the Committed Loans Canadian Facility L/C Obligations exceeds the limit set forth in the previous sentence, the Canadian Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to such Canadian L/C Obligations at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Canadian Borrower to the Canadian Facility Issuing Lenders and the Swing Line Loan Canadian Facility Lenders hereunder in a cash collateral account to be established by, and under the Total Outstandings exceed sole dominion and control of, the Administrative Agent. (iv) Without duplication of any mandatory prepayment required under clause (i), (ii) or (iii) of subsection 4.4(c) above, on any day (other than during an Agent Advance Period) on which the Aggregate Commitments Tranche A-1 Canadian Borrower Credit Extensions exceeds the Dollar Equivalent of the Tranche A-1 Canadian Borrowing Base at such time, the Canadian Borrower shall prepay on such day the principal of outstanding Tranche A-1 Canadian Facility Revolving Credit Loan, in each case to the extent required and in an aggregate amount equal to such excess. To the extent that, at such time, the sum of (A) the Dollar Equivalent of the Tranche A Canadian Borrowing Base plus (B) the difference between (1) the Tranche A U.S. Borrowing Base minus (2) the Aggregate Tranche A U.S. Facility Extensions exceeds the Aggregate Tranche A Canadian Borrower Credit Extensions, such prepayment shall be made (subject to satisfaction of the conditions set forth in subsection 6.2(d)) by refinancing such Tranche A-1 Canadian Facility Revolving Credit Loan with an equivalent amount of Tranche A Canadian Facility Revolving Credit Loans. (v) On any day on which the Aggregate Tranche A Canadian Facility Lender Exposure exceeds the Dollar Equivalent of the Aggregate Tranche A Canadian Facility Commitment at such time, the Canadian Borrower and, with respect to Tranche A Canadian Facility Revolving Credit Loans made to U.S. Borrowers, the U.S. Borrowers, shall prepay on such day first the Agent Advances (if any) made as Tranche A Canadian Facility Revolving Credit Loans then outstanding to them and thereafter the principal of Tranche A Canadian Facility Revolving Credit Loans made to them in effectan amount equal to such excess. If, after giving effect to the prepayment of all outstanding Tranche A Canadian Facility Revolving Credit Loans, the aggregate amount of the Canadian Facility L/C Obligations exceeds the Aggregate Tranche A Canadian Facility Commitment at such time, the Canadian Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Canadian Facility L/C Obligations at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Canadian Borrower to the Canadian Facility Issuing Lenders and the Tranche A Canadian Facility Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. (vi) On any day on which the Aggregate Tranche A-1 Canadian Facility Lender Exposure exceeds the Dollar Equivalent of the Aggregate Tranche A-1 Canadian Facility Commitment at such time, the Canadian Borrower shall prepay on such day the principal of Tranche A-1 Canadian Facility Revolving Credit Loans made to them in an amount equal to such excess. (vii) On any day on which the Aggregate Tranche A U.S. Facility Lender Exposure exceeds the Aggregate Tranche A U.S. Facility Commitment at such time, the U.S. Borrowers shall prepay on such day first the Agent Advances (if any) made as Tranche A U.S. Facility Revolving Credit Loans then outstanding to them and thereafter the principal of Tranche A U.S. Facility Revolving Credit Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Tranche A U.S. Facility Revolving Credit Loans, the aggregate amount of the U.S. Facility L/C Obligations exceeds the Tranche A U.S. Facility Commitment at such time, the U.S. Borrowers shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the U.S. Facility L/C Obligations at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the U.S. Borrowers to the applicable U.S. Facility Issuing Lenders and the Tranche A U.S. Facility Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. (viii) On any day on which the Aggregate Tranche A-1 U.S. Facility Lender Exposure exceeds the Tranche A-1 U.S. Facility Commitment at such time, the U.S. Borrowers shall prepay on such day the principal of Tranche A-1 U.S. Facility Revolving Credit Loans in an amount equal to such excess. (d) If Notwithstanding the foregoing provisions of this subsection 4.4, if at any time any prepayment of any Eurocurrency Loans or BA Equivalent Loans pursuant to subsection 4.4(a) would result, after giving effect to the procedures set forth in this Agreement, in the relevant Borrower incurring breakage costs under subsection 4.12 as a result of Eurocurrency Loans or BA Equivalent Loans being prepaid other than on the last day of an Interest Period with respect thereto, then, the relevant Borrower may, so long as no Default or Event of Default shall have occurred and be continuing, in its sole discretion, initially (i) deposit a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans or BA Equivalent Loans with the Administrative Agent (which deposit must be equal in amount to the amount of such Eurocurrency Loans or BA Equivalent Loans not immediately prepaid), to be held as security for the obligations of the applicable Borrowers to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent with such cash collateral to be directly applied upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans or BA Equivalent Loans (or such earlier date or dates as shall be requested by the Borrower fails Representative) or (ii) make a prepayment of the Revolving Credit Loans in accordance with subsection 4.4(a) with an amount equal to obtain a portion (up to 100.0%) of the amounts that otherwise would have been paid in respect of such Eurocurrency Loans or BA Equivalent Loans (which prepayment, together with any approvaldeposits pursuant to clause (i) above, consent must be equal in amount to the amount of such Eurocurrency Loans or authorization from BA Equivalent Loans not immediately prepaid); provided that, notwithstanding anything in this Agreement to the contrary, none of the Borrowers may request any Governmental Authority which Extension of Credit under the Commitments that would reduce the aggregate amount of the Available Commitments to an amount that is necessary less than the amount of such prepayment until the related portion of such Eurocurrency Loans or required BA Equivalent Loans have been prepaid upon the first occurrence thereafter of the last day of an Interest Period with respect to such Eurocurrency Loans or BA Equivalent Loans; provided that, in order the case of either clause (i) or (ii), such unpaid Eurocurrency Loans or BA Equivalent Loans shall continue to permit bear interest in accordance with subsection 4.1 until such unpaid Eurocurrency Loans or BA Equivalent Loans or the Borrower to incur related portion of such Eurocurrency Loans or BA Equivalent Loans, as the case may be, have or has been prepaid. (e) For avoidance of doubt, the Commitments shall not be correspondingly reduced by the amount of any prepayments of Revolving Credit Loans, payments of Reimbursement Obligations hereunder on or before December 31 and cash collateralizations of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations Obligations, in each case, made under subsection 4.4(a), 4.4(b) or 4.4(c). (f) Notwithstanding anything to the extentcontrary herein, this subsection 4.4 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and only priorities of payments, to the extentLenders participating in any new classes or tranches of loans added pursuant to subsection 2.6 or 2.7, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesas applicable.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent -------- not later than 1:00 p.m. 11:00 a.m. (A) four Business Days prior to any date of prepayment of Eurodollar Loans and (B) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrower gives a prepayment notice, then the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each ------------ Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such -------- notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,00050,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effectCommitments, the Borrower shall immediately prepay Loans and/or Cash Collateralize cash collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize cash collateralize -------- ------- the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment --------------- in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, If at any time (i) the aggregate principal amount of Revolving Obligations outstanding shall exceed the Total Revolving Committed Amount, (ii) the aggregate principal amount of Revolving Obligations outstanding shall exceed the Borrowing Base, (iii) the aggregate principal amount of LOC Obligations outstanding shall exceed the LOC Committed Amount or (iv) the aggregate principal amount of all Swingline Loans outstanding shall exceed the Swingline Committed Amount, the Borrower will immediately prepay Revolving Obligations (or, in the case of a prepayment in respect of Letters of Credit under clause (iii), to a cash collateral account) to the extent necessary to eliminate any such excess; provided that any such prepayment shall be subject to the terms of Section 3.5. (b) Subject to the terms of Section 3.5 hereof, the Borrower shall have the right at its option at any time and from time to time voluntarily to prepay Committed any of the Loans hereunder; provided (i) any such prepayment of a Base Rate Loan, in whole or in part without premium or penalty; provided that part, shall be (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (ACharlotte, North Carolina time) three on the Business Days prior to any Day that is the date of prepayment of Eurodollar Rate Loans and such prepayment, (B) on in the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole such greater amount which is an integral multiple of $100,000 250,000 if prepaid in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticepart, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be (C) accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans a Notice of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepaymentPrepayment, and (ii) any such prepayment of a Eurodollar Rate Loan, in whole or in part, shall be (A) received not later than 11:00 a.m. (Charlotte, North Carolina time) on the Business Day that is the date of such prepayment, (B) in a minimum the principal amount of $500,0001,000,000 or such greater amount which is an integral multiple of $100,000 if prepaid in part, and (C) accompanied by a Notice of Prepayment. Each such notice Notice of Prepayment shall specify the date prepayment date, each Loan to be prepaid and the principal amount of such prepayment. If such notice is given by the Borrowerthereof, shall be irrevocable and shall commit the Borrower shall make to prepay each such prepayment Loan in the amount and the payment amount specified in such notice shall be due and payable on the date specified stated therein. (c) Any prepayments pursuant to this Section 2.7 not otherwise specifically provided for in this Section 2.7, shall be applied as provided in Section 2.4(f) hereof. (d) All prepayments of Loans under this Section 2.7 shall, as regards Interest Rate Type, be applied first to Base Rate Loans, and subject to Section 2.7(f) hereof, then to Eurodollar Rate Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e., those Eurodollar Rate Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). (e) All prepayments under this Section 2.7 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment. (f) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.7, but for any reason the Total Outstandings at any time exceed operation of this Section 2.7(f) (each a “Prepayment Date”), the Aggregate Commitments amount of such required prepayment exceeds the then in effectoutstanding aggregate principal amount of Base Rate Loans which are of the type required to be prepaid (i.e., Revolving Loans), and no Default or Event of Default exists or is continuing, then on such Prepayment Date, (i) the Borrower shall immediately prepay Loans and/or deposit Dollars into the Cash Collateralize the L/C Obligations Collateral Account in an aggregate amount equal to such excess; provided, however, that and only the Borrower outstanding Base Rate Loans which are of the type required to be prepaid shall not be required to Cash Collateralize be prepaid on such Prepayment Date and (ii) on the L/C Obligations pursuant last day of each Interest Period after such Prepayment Date in effect with respect to this Section 2.05(b) unless after the prepayment in full a Eurodollar Rate Loan which is of the Committed type required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Cash Collateral Account (and liquidate investments held in the Cash Collateral Account, as necessary) to prepay such Eurodollar Rate Loans and for which the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments Interest Period is then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations ending to the extent, and only to extent funds are available in the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental AuthoritiesCash Collateral Account.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Term Benchmark Loans or (B) five U.S. Government Securities Business Days prior to any date of prepayment of RFR Loans and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Term Benchmark Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans or RFR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and prepayment, (ii) the Type(s) of Committed Loans to be prepaid andprepaid, (iii) if Eurodollar Rate Term Benchmark Loans are to be prepaid, the Interest Period(s) of such LoansLoans and (iv) if such notice is submitted through an Approved Borrower Portal, any related signature requirement may be waived at the sole discretion of the Administrative Agent. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. For the avoidance of doubt, any such conditional notice that does not result in a prepayment on the proposed prepayment date set forth in such notice shall be subject to the provisions of Section 3.05. Any prepayment of a Eurodollar Rate Term Benchmark Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Each Borrower may, upon notice to the applicable Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the such Administrative Agent not later than 1:00 p.m. 10:00 a.m. (Pacific time) (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Committed Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Such Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the a Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the applicable Committed Loans of the applicable Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Each Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the applicable Administrative Agent), at any time or from time to time, voluntarily prepay its Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Lender and the applicable Administrative Agent not later than 1:00 p.m. 10:00 a.m. (Pacific time) on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowergiven, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount of all Domestic Loans and Domestic L/C Obligations at any time exceed exceeds the Aggregate Domestic Commitments then in effect, the Domestic Borrower shall immediately prepay Domestic Loans and/or Cash Collateralize the Domestic L/C Obligations in an aggregate amount equal to such excess; provided. If for any reason the Outstanding Amount of all Canadian Loans, however, that the Borrower shall not be required to Cash Collateralize the Canadian L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed Acceptances at any time exceeds the Aggregate Canadian Commitments then in effect. (d) If , the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Canadian Borrower shall immediately prepay all outstanding Canadian Loans and and/or Cash Collateralize all the Canadian L/C Obligations and/or Acceptances in an aggregate amount equal to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesexcess.

Prepayments. (a) The Borrower may, may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the prepayment date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given the prepayment (which shall be at least $100,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the BorrowerAgent, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued provided that interest on the amount principal prepaid, together with any additional amounts required pursuant accrued to Section 3.05. Subject to Section 2.16the prepayment date, each such prepayment shall be applied paid on the prepayment date. The Borrower may prepay LIBOR Loans on the same condition as for Base Rate Loans and in addition such prepayments of LIBOR Loans shall be subject to the Committed Loans terms of Section 5.05 and shall be in an amount equal to all of the Lenders in accordance with their respective Applicable PercentagesLIBOR Loans for the Interest Period prepaid. (b) The If, after giving effect to any termination or reduction of the Aggregate Facility A Commitments pursuant to Section 2.03, the outstanding aggregate principal amount of the Facility A Loans plus the LC Exposure exceeds the Aggregate Facility A Commitments, the Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that shall (i) such notice must be received by prepay the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. Facility A Loans on the date of such termination or reduction in an aggregate principal amount equal to the prepaymentexcess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if any such prepayment shall excess remains after prepaying all of the Facility A Loans, pay to the Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateral as provided in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinSection 2.09(b). (c) If for Upon any reason sale of the Total Outstandings at LP Units or any time exceed liquidating distribution or special distribution attributable to the Aggregate Commitments then in effectLP Units, the Borrower shall immediately prepay Loans and/or Cash Collateralize pay to the L/C Obligations in Agent on behalf of the Lenders an aggregate amount equal to the proceeds of such excess; providedsale or distribution. Such proceeds shall be first applied as a mandatory payment of any outstanding Facility A Loans, howeversecond, that held as cash collateral for any LC Exposure as provided in Section 2.09(b), third, held by cash collateral for the Borrower contingent expenses on the Distribution LC as provided in Section 2.09(b), and fourth, applied as a mandatory prepayment of Facility C Loans. The Aggregate Facility A Commitments shall be reduced by the amount of such proceeds, but not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effectless than zero. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary Prepayments permitted or required in order under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of LIBOR Loans. Any voluntary prepayments on the Facility A Loans under Section 2.07(a) may be reborrowed subject to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents Aggregate Facility A Commitments. Any voluntary prepayments on the Facility B Loans and authorizations from such Governmental Authoritiesthe Facility C Loans and any mandatory prepayments of any Facility may not be reborrowed.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, whether such prepayment shall be of a Revolving Loan or a Term Loan, and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. If Borrower shall fail to notify if the prepayment shall be a Revolving Loan or a Term Loan, then the prepayment shall be deemed to be of a Revolving Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, if any. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately upon demand prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.06(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to shall have the Administrative Agent, at any time right of prepaying without premium or from time to time voluntarily prepay Committed Loans penalty (except as set forth in Section 1.10 below) and in whole or in part without premium or penalty; provided that (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurodollar Loans, in an amount not less than $2,000,000, and (iii) in each case, in an amount such that the minimum amount required for a Borrowing pursuant to Section 1.3 hereof remains outstanding) any Borrowing of Eurodollar Loans at any time upon 3 Business Days prior notice must be received by the Borrower to the Administrative Agent not or, in the case of a Borrowing of Base Rate Loans, notice delivered by the Borrower to the Administrative Agent no later than 1:00 p.m. 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BChicago time) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower mayshall, upon notice on each date the Revolving Credit Commitments are reduced pursuant to Section 1.11 hereof, prepay the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and amount, if any, necessary to reduce the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum aggregate principal amount of $500,000. Each such notice shall specify Revolving Loans then outstanding to the date and amount of such prepayment. If such notice is given by to which the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinRevolving Credit Commitments have been so reduced. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Unless the Borrower shall immediately prepay otherwise directs, prepayments of Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to under this Section 2.05(b) unless after the prepayment 1.7 shall be applied first to Borrowings of Base Rate Loans until payment in full thereof with any balance applied to Borrowings of Eurodollar Loans in the order in which their Interest Periods expire. Each prepayment of Loans under this Section 1.7 shall be made by the payment of the Committed Loans and principal amount to be prepaid and, in the Swing Line Loan case of any Eurodollar Loans, accrued interest thereon to the Total Outstandings exceed date of prepayment together with any amounts due the Aggregate Commitments then in effectLenders under Section 1.10 hereof. (d) If The Administrative Agent will promptly advise each Lender of any notice of prepayment it receives from the Borrower fails to obtain any approvalBorrower. Any amount of Revolving Loans paid or prepaid before the Revolving Credit Termination Date may, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations subject to the extentterms and conditions of this Agreement, be borrowed, repaid and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesborrowed again.

Prepayments. (a) The Borrower Borrowers may, upon notice by the Parent Borrower to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (BC) on the date of prepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a minimum principal amount of $1,000,000 or 1,000,000; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a whole multiple minimum principal amount the Dollar Equivalent of which is $500,000 in excess thereof500,000; and (iiiiv) any prepayment of Base Rate Committed Revolving Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) ), Tranche and currency of Committed Revolving Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Parent Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Parent Borrower if such condition is not satisfied. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment made pursuant to this clause (a) shall be applied to made ratably among the Committed Loans of the Revolving Lenders in accordance with their respective Applicable PercentagesPercentages of the Committed Revolving Loans. (b) The Borrower Borrowers may, upon notice by the Parent Borrower to the Swing Line Lender Lenders (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender Lenders and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Swing Line Lender of the amount of such Swing Line Lender’s Applicable Swing Line Percentage of such prepayment. If such notice is given by the Parent Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrowers if such condition is not satisfied. Each prepayment made pursuant to this clause (b) shall be made ratably among the Swing Line Lenders in accordance with their respective Applicable Swing Line Percentage of the Swing Line Loans. (c) If for any reason the Total Outstandings Administrative Agent notifies the Parent Borrower at any time that (i) the Total Revolving Outstandings at such time exceed an amount equal to one hundred five percent (105%) of the Aggregate Revolving Commitments then in effect, (ii) the Borrower L/C Obligations at such time exceed the Letter of Credit Sublimit then in effect, (iii) the Swing Line Loans outstanding at such time exceed the Swing Line Sublimit then in effect, or (iv) the Outstanding Amount of all Committed Revolving Loans denominated in Alternative Currencies at such time exceeds an amount equal to one hundred five percent (105%) of the Alternative Currency Sublimit then in effect, the Borrowers shall immediately promptly (and in any event within one (1) Business Day or, in the case of the Alternative Currency Sublimit, within five (5) Business Days) prepay the applicable Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce the Total Revolving Outstandings as of such excessdate of payment to an amount not to exceed the Aggregate Revolving Commitments then in effect; provided, however, that that, subject to the Borrower provisions of Section 2.17(a)(iv), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.06(c) unless after the prepayment in full of the Committed Revolving Loans and the Swing Line Loan Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (d) If The Borrowers may, upon notice by the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Parent Borrower to incur Obligations hereunder on the Administrative Agent, at any time or before December 31 from time to time, voluntarily prepay Term A-1 Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of each calendar year, then the Borrower shall immediately prepay all outstanding prepayment of Term A-1 Loans that are Eurocurrency Rate Loans and Cash Collateralize all L/C Obligations (B) on the date of prepayment of Term A-1 Loans that are Base Rate Loans; (ii) any prepayment of Term A-1 Loans that are Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000; and (iii) any prepayment of Term A-1 Loans that are Base Rate Loans shall be in a minimum principal amount of $500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term A-1 Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the extent, and only to the extent, Interest Period(s) of such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.Term A-1

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, such other amount equal to the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. Notwithstanding the foregoing, prepayments of Loans of a Disqualified Lender pursuant to Section 10.16 shall be applied solely to such Disqualified Lender’s Loans, and not in accordance with the respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 4:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Revolving Loans and the Swing Line Loan Loans the Total Revolving Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans or LIBOR Floating Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans or LIBOR Floating Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. For the avoidance of doubt, any such conditional notice that does not result in a prepayment on the proposed prepayment date set forth in such notice shall be subject to the provisions of Section 3.05. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 10,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed LoansLoans or in each case, such later time as the Administrative Agent may agree in its reasonable discretion; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that such notice may be conditioned on the occurrence or non-occurrence of any event; provided further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to make such prepayment. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepaymentprepayment or such later time as the applicable Swing Line Lender and the Administrative Agent may agree in their reasonable discretion, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided, that such notice may be conditioned on the occurrence or non-occurrence of any event. (c) If for the Administrative Agent notifies the Borrower at any reason time that the Total Outstandings at any such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall immediately prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that that, subject to the provisions of Section 2.17(a)(ii), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to incur Obligations hereunder on or before December 31 105% of each calendar yearthe Alternative Currency Sublimit then in effect, then then, within two Business Days after receipt of such notice, the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the Alternative Currency Sublimit then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesin effect.

Prepayments. Except as expressly provided in this Agreement, all prepayments of principal made by any Borrower pursuant to Section 4.4(e) through (ag) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that shall be applied (i) (1) if no Event of Default exists, to the Scheduled Term Repayments of the Term Facility or Term Facilities designated by Company (in amounts designated by Company); and (2) if an Event of Default exists, first to the pro rata payment of the unpaid principal amount of the Term Loans (with the applicable Term Percentage of such notice must repayment to be received by applied as a repayment of each of the Administrative Agent not later than 1:00 p.m. (ATerm Facilities) three Business Days prior and second to any date the pro rata payment of prepayment the then outstanding balance of Eurodollar Rate the Multicurrency Revolving Loans and French Revolving Loans (Bpro rata among such Facilities) on and the date Cash Collateralization of prepayment of Base Rate Committed LoansLC Obligations; (ii) any prepayment within each of Eurodollar the foregoing Loans, first to the payment of Base Rate Loans shall be in a principal amount and second to the payment of $1,000,000 or a whole multiple of $500,000 in excess thereofEurocurrency Loans; and (iii) with respect to Eurocurrency Loans, in such order as such Borrower shall request (and in the absence of such request, as Administrative Agent shall determine). Each prepayment of Term Loans made pursuant to Section 4.4(e) through (g) shall be allocated within each Term Loan to reduce the remaining Scheduled Term Repayments on a pro rata basis. If any prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender All prepayments shall include payment of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the principal amount so prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans payment of the Lenders in accordance with their respective Applicable Percentages. (b) The interest before application to principal and shall include amounts payable, if any, under Section 3.5. No payments made pursuant to Sections 4.3, 4.4, or 4.5 by any Borrower may, upon notice that is a Foreign Subsidiary shall be allocated to the Swing Line Lender (with repayment of a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinU.S. Borrowing. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower Company may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 11:00 a.m. on the date of prepayment of Base Rate Committed such Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. (b) The Borrower At any time during which an Autoborrow Agreement is not in effect, the Company may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Revolving Advance Limit then in effecteffect (including the Revolving Borrowing Base in effect after giving pro forma effect to any Disposition required to be reported pursuant to Sections 6.02(c) and 6.03(g)), the Borrower Company shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments Revolving Advance Limit then in effect. (d) If for any reason the Borrower fails to obtain any approvalaggregate Outstanding Amount of Swing Line Loans exceeds the Swing Line Sublimit, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower Company shall immediately prepay all outstanding Swing Line Loans and Cash Collateralize all L/C Obligations in an aggregate amount at least equal to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesexcess.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be substantially in the form of Exhibit J and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans, in each case, or such later time as is reasonably acceptable to the Administrative Agent; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof1,000,000; and (iii) any prepayment of Base Rate Committed Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied promptly paid to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender Lenders (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Swing Line Lender Lenders and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (iiB) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment made pursuant to this clause (b) shall be made among the Swing Line Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Swing Line Loans. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Facility then in effect, the Borrower shall immediately shall, within one (1) Business Day, prepay Loans (including Swing Line Loans and L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount necessary to cause Total Outstandings to equal to such excessor be less than the Facility then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments Facility then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar LIBO Rate Loans are to be prepaidLoans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers 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 a Eurodollar LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Loan Cap as then in effect, the Borrower Borrowers shall immediately prepay Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(bsubsection (c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments Loan Cap as then in effect. (d) If After the Borrower fails to obtain any approvaloccurrence and during the continuance of a Cash Dominion Event, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding the Loans and (at the election of the Agent or if an Event of Default then exists) Cash Collateralize all the L/C Obligations with proceeds and collections received by the Loan Parties to the extentextent so required under the provisions of Section 6.13 hereof. (e) After the occurrence and during the continuance of a Cash Dominion Event, and only to the extent, such outstanding Borrowers shall prepay the Loans and (at the election of the Agent or if an Event of Default then exists) Cash Collateralize the L/C Obligations are in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event; provided, however, to the extent that the Term Loan requires the Borrowers to pay such amounts to the Term Lender at any time when a Cash Dominion Event shall not authorized have occurred and be continuing, the Borrowers shall prepay the Loans under this clause (e) irrespective of whether a Cash Dominion Event then exists and is continuing. (f) Prepayments made pursuant to Section (c), (d) and (e) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, to the extent required pursuant to the terms of this Agreement, shall be used to Cash Collateralize the remaining L/C Obligations; and fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the then effective necessary Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or required approvalsnotice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, consents as applicable, and authorizations from such Governmental Authoritiesany excess amounts shall be returned to the Borrowers for use in the ordinary course of its business.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, and with respect to any such notice that is received by Administrative Agent more than three (3) Business Days prior to the date of any such prepayment, not revoked on or prior to the date that is three (3) Business Days prior to such prepayment, 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Maximum Availability then in effect, the then Borrower shall immediately shall, within five (5) Business Days, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (dc) If Within the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 limits of each calendar yearLender’s Commitment, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations subject to the extentother terms and conditions hereof, Borrower may borrow Loans under Section 2.01, prepay Loans under this Section 2.05, and only to the extent, such outstanding reborrow Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesunder Section 2.01.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Alternate Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Alternate Base Rate Committed Loans shall be in a principal amount of $500,000 300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of and whether such LoansLoan is a Revolving Loan or a Term Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans or the Term Loans, as the case may be, of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares of such Loan. Any voluntary prepayments of the Term Loans shall be made and applied as provided in Section 2.05(i). (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless unless, after the prepayment in full of the Committed Revolving Loans and referred to in the Swing Line Loan preceding clause, the Total Revolving Outstandings exceed the Aggregate Commitments Revolving Commitment then in effect. (dc) If Concurrently with the receipt of Net Cash Proceeds from the issuance by the Borrower fails or any of its Subsidiaries of any Indebtedness pursuant to obtain any approvalSection 7.03(h), consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay the Loans in an aggregate principal amount of 100% of such Net Cash Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 5.01(g). (d) Concurrently with the receipt of Net Cash Proceeds from the Disposition by the Borrower or any of its Subsidiaries pursuant to Section 7.05(g), the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (or, if appropriate, 100% of the Net Cash Proceeds that remain after deducting any amount reinvested by the Borrower or any of its Subsidiaries during the 120-day period described in Section 7.05(g)). Each such mandatory prepayment shall be made and applied as provided in Section 2.05(g). (e) Concurrently with the receipt of Net Equity Proceeds from any Equity Issuance by the Borrower or any of its Subsidiaries other than Equity Issuance permitted under clauses (a) and (b) of Section 7.16, the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Equity Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 2.05(g). (f) The Borrower shall make mandatory prepayments of the Loans in an amount equal to 100% of the Net Recovery Proceeds of any Recovery Event or Extraordinary Receipt; provided, however, in the event the Borrower or one of its Subsidiaries receives Net Recovery Proceeds on account of a Recovery Event, (A) the Borrower or such Subsidiary may apply such proceeds to the purchase price of replacement property or other property used by the Borrower or its Subsidiaries in its line of business within 120 days of such Recovery Event to the extent required pursuant to Section 7.05(g). Each such mandatory prepayment shall be made and applied as provided in Section 2.05(g). (g) Any mandatory prepayment required pursuant to Section 2.05(c), (d), (e) or (f) and any such mandatory prepayment or voluntary prepayment of Term Loans made pursuant to Section 2.05(a) shall (i) in addition include any additional amounts required pursuant to Section 3.05, (ii) not be subject to any notice and minimum payment provisions, and (iii) be applied first to the Term Loans, (A) pro rata, in the case of a voluntary prepayment pursuant to Section 2.05(a), to all outstanding of the unpaid scheduled installments and (B) in the inverse order of maturity, in the case of any mandatory prepayment pursuant to Section 2.05(c), (d), (e) or (f), and, second, if the Term Loans and have been repaid in full, then to the Revolving Loans, and, third, if the Revolving Loans have been repaid in full, to Cash Collateralize all the L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental AuthoritiesObligations.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that any such notice may be contingent upon the consummation of a refinancing, acquisition, merger or disposition transaction and if such refinancing, acquisition, merger or disposition is not consummated on the date of repayment specified in such notice, such notice may be rescinded, or the date of repayment specified therein may be extended, upon further notice from the Borrower to the Administrative Agent. Any prepayment of a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Committed Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.04(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (dc) If Except with respect to (i) a Special Redetermination pursuant to Section 2.15(c) or Section 2.15(e) or (ii) a Borrowing Base adjustment pursuant to Section 2.15(d), in the event a Borrowing Base Deficiency exists after giving effect to any Redetermination, the Borrower fails shall, within ten (10) days following notice thereof from the Administrative Agent, provide written notice (the “Election Notice”) to obtain any approvalthe Administrative Agent stating the action or combination of actions specified below which the Borrower proposes to take to remedy such Borrowing Base Deficiency, consent and the Borrower shall thereafter, at its option, take one or authorization from any Governmental Authority which is necessary or required more of the following actions in order to permit remedy such Borrowing Base Deficiency (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of the Loans in an amount equal to the amount of such Borrowing Base Deficiency after giving effect to any other actions taken by the Borrower to incur Obligations hereunder provided below within thirty (30) days after the date on or before December 31 of each calendar year, then which the Borrower provides the Election Notice to the Administrative Agent (the “Election Date”), (2) eliminate such Borrowing Base Deficiency by making six (6) consecutive mandatory prepayments of the Loans, each of which shall immediately prepay all be in an amount equal to one-sixth (1/6th) of the amount of such Borrowing Base Deficiency (or portion thereof remaining after giving effect to any other actions taken by the Borrower described in part (1) and (3) hereof), commencing on the first Monthly Date following the applicable Election Date and continuing on each of the five next succeeding Monthly Dates thereafter, and in connection therewith, the Loan Parties shall (A) dedicate a sufficient amount (as determined by the Administrative Agent in its sole discretion) of the monthly cash flow from the Loan Parties’ oil and gas properties to satisfy such payments, and (B) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to the Administrative Agent which the Administrative Agent may, in its discretion, require with respect thereto, or (3) within thirty (30) days following the applicable Election Date, submit additional oil and gas properties owned by the Loan Parties for consideration in connection with the redetermination of the Borrowing Base which, after giving effect to any other actions taken by the Borrower provided above, Administrative Agent deems sufficient, in its sole discretion to eliminate such Borrowing Base Deficiency. If a Borrowing Base Deficiency on any Election Date cannot be eliminated pursuant to this Section 2.04(c) by prepayment of the Loans in full (as a result of outstanding Loans and Cash Collateralize all L/C Obligations on such Election Date), on up to six Monthly Dates immediately following such Election Date, the extentBorrower shall also deposit cash with the Administrative Agent, and only to be held by the extent, such Administrative Agent to secure outstanding Loans and L/C Obligations are not authorized in the manner contemplated by Section 2.03, in an amount on each such Monthly Date at least equal to one sixth (1/6th) of the then effective necessary balance of such Borrowing Base Deficiency (i.e., one-sixth of the difference between the Borrowing Base Deficiency on such Election Date and the remaining outstanding principal amount of the Loans on such Election Date), until the aggregate amount of cash so deposited with the Administrative Agent equals the balance of such Borrowing Base Deficiency. In the event a Borrowing Base Deficiency shall occur (or an increase in any pre-existing Borrowing Base Deficiency shall occur) as a result of a Special Redetermination pursuant to Section 2.15(c), the Borrower shall be required approvalsto make a mandatory prepayment of the Loans within thirty (30) days following receipt of notice of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency) in an amount equal to the amount of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency). (d) Within one Business Day of the consummation by any Loan Party of any Asset Disposition or Swap Termination given value in the most recently determined Borrowing Base, consents and authorizations or of the consummation of a ▇▇▇▇▇▇▇ Midstream Gathering System Disposition, the Borrower shall make a mandatory prepayment of the Committed Loans in an amount, if any, required to eliminate any Borrowing Base Deficiency existing after giving effect to such Asset Disposition, Swap Termination or ▇▇▇▇▇▇▇ Midstream Gathering System Disposition, in each case as contemplated by Section 2.15(d) or Section 2.15(e). Notwithstanding the foregoing, in the event a Default is in existence on the date of the consummation of any Asset Disposition, Swap Termination or ▇▇▇▇▇▇▇ Midstream Gathering System Disposition, all Net Cash Proceeds from such Governmental AuthoritiesAsset Disposition, Swap Termination or ▇▇▇▇▇▇▇ Midstream Gathering System Disposition shall be applied as a mandatory prepayment of the Committed Loans. (e) Upon any incurrence of Permitted Additional Debt, the Borrowing Base shall be automatically reduced by an amount equal to 25% of amount of Permitted Additional Debt incurred.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Unless the Borrower otherwise instructs the Administrative Agent at the time prepayment is made, prepayment of Committed Loans pursuant to this Section 2.05(a) shall not reduce the Aggregate Commitments. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 10:00 a.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000 (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or and from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 11:00 a.m. on the date of prepayment of Base Rate Committed Loansprepayment; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iii) any voluntary prepayment of Loans made on or prior to the third anniversary of the Closing Date shall be accompanied by any applicable Exchange Rate Make-Whole Payment. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loansprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to If the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be aggregate Net Proceeds received by the Swing Line Lender Loan Parties on account of Dispositions of any property or assets of a Loan Party described in clauses (f), (j), (m) and the Administrative Agent not later than 1:00 p.m. on the date (n) of the prepaymentdefinition of Permitted Disposition exceeds $15,000,000 in any Fiscal Year, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and prepay the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess, no later than three (3) Business Days after receipt by any Loan Party of such Net Proceeds, in each case without premium or penalty except to the extent required by Section 2.09(b); provided, however, that the Borrower such prepayment shall not be required to Cash Collateralize the L/C Obligations pursuant extent that such Net Proceeds have been utilized to this Section 2.05(b) unless after prepay the prepayment loans or cash collateralize other obligations under the ABL Credit Agreement. Notwithstanding the foregoing, in full the case of a Disposition of the Committed DC Shoes Business, an amount equal to the Net Proceeds may be utilized first, to prepay loans and/or cash collateralize other obligations under the ABL Credit Agreement; second, in the event such Disposition of the DC Shoes Business is a voluntary sale, to prepay the loans then outstanding under Facility A (as defined under the French Credit Agreement); third, in the event such Disposition of the DC Shoes Business is a voluntary sale, unless the NP Cash Collateral (as defined under the French Credit Agreement) has been released prior to a Permitted Disposition of the DC Shoes Business, for the purpose of (x) releasing the NP Cash Collateral and substituting the Parent in lieu of Na Pali thereunder or (y) increasing the share capital of Quiksilver Europa SL by way of cash contribution (through a share capital increase of Biarritz Holdings S.à ▇.▇.), releasing the NP Cash Collateral and substituting Quiksilver Europa SL in lieu of Na Pali thereunder; and fourth, to prepay the Loans and or the Swing Line Euro Term Loans. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of any other event that results in a mandatory prepayment of the Total Outstandings exceed loans under the Aggregate Commitments then ABL Credit Agreement (other than any mandatory prepayment relating to overadvance or borrowing base matters under the ABL Credit Agreement) no later than three (3) Business Days after receipt by any Loan Party of such Net Proceeds, in effecteach case without premium or penalty except to the extent required by Section 2.09(b); provided, however, that such prepayment shall not be required to the extent that such Net Proceeds have been utilized to prepay the loans or cash collateralize other obligations under the ABL Credit Agreement. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the The Borrower shall immediately prepay all outstanding the Loans and Cash Collateralize all L/C Obligations in full, without premium or penalty except to the extentextent required by Section 2.09(b), and only to upon the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesoccurrence of a Change of Control.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the one Business Day prior to any date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Loans in whole or in part without premium or penalty, subject to Section 3.05; provided that (i) with respect to Eurodollar Rate Loans, (x) such notice Notice of Loan Prepayment must be received by the Administrative Agent not later than 1:00 p.m. (A) 11:00 a.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 in excess thereof; and thereof (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding), and (ii) with respect to Floating Rate Loans and Base Rate Loans, (x) such Notice of Loan Prepayment must be received by Agent not later than 11:00 a.m. on the date of prepayment (provided the same is a Business Day) and (y) any prepayment of Floating Rate Loans or Base Rate Loans shall be in a minimum principal amount of $75,000. Each such notice Notice of Loan Prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice Notice of Loan Prepayment is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders Lenders’ in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000250,000 or in such lesser principal amount as may be outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent (which notice, if furnished in connection with a refinancing of the Obligations, may be conditional upon the consummation of such refinancing), at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. (A) three one Business Days Day prior to any date of prepayment of Eurodollar LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of Eurodollar LIBO Rate Loans shall be in a principal amount of $1,000,000 2.0 million or a whole multiple of $500,000 1.0 million in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurodollar LIBO Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding the foregoing (and as provided in clause (1) of the proviso to Section 2.16(a)), the Borrower may not prepay Extended Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Existing Loans of the Specified Existing Commitment Class of the Existing Class from which such Extended Loans and Extended Commitments were converted (or such Loans and Commitments of the Existing Class have otherwise been repaid and terminated in full). (b) The Borrower may, upon irrevocable notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect, the Borrower shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect. (d) If Any Net Cash Proceeds from any Disposition by the Borrower fails or any of its Restricted Subsidiaries (other than, (i) with respect only to obtain the Term Priority Collateral, such portion of the Net Cash Proceeds that are then required to be paid to the lenders under the Term Facility and (ii) any approvalDisposition of any property permitted by Section 7.05(a), consent (b), (c), (d), (e), (g), (i) or authorization from (j)), whether or not a Cash Dominion Event then exists, shall be paid over to the Administrative Agent on receipt by the Loan Parties and shall be utilized to prepay the Loans in the order of priority set forth in Section 2.05(e). The application of such Net Cash Proceeds to the Loans shall not reduce the Commitments. If all Obligations then due are paid, any Governmental Authority which is necessary or required in order excess Net Cash Proceeds shall be remitted to permit the operating account of the Borrower maintained with the Administrative Agent. (e) Prepayments made pursuant to incur Obligations hereunder on or before December 31 of each calendar yearSection 2.05, then first, shall be applied ratably to the Borrower L/C Borrowings and the Swing Line Loans, second, shall immediately prepay all be applied ratably to the outstanding Loans Loans, and third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Obligations to the extentBorrowings, and only to the extent, such outstanding Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations are not authorized in full may be retained by the then effective necessary Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or required approvalsnotice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuers or the Lenders, consents and authorizations from such Governmental Authoritiesas applicable.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $500,000 250,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately upon demand prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.06(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If For an economically meaningful period of time in each fiscal year of the Borrower fails Borrower, as reasonably determined by General Partner, the aggregate outstanding principal balance of all Working Capital Borrowings shall be reduced to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized a relatively small amount as may be reasonably specified by the then effective necessary or required approvals, consents and authorizations from such Governmental AuthoritiesGeneral Partner.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, and with respect to any such notice that is received by Administrative Agent more than three (3) Business Days prior to the date of any such prepayment, not revoked on or prior to the date that is three (3) Business Days prior to such prepayment, 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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Maximum Availability then in effect, the then Borrower shall immediately shall, within five (5) Business Days, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.05(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan Loans the Total Outstandings exceed the Aggregate Commitments Maximum Availability then in effect. (d) If Within the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 limits of each calendar yearLender’s Commitment, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations subject to the extentother terms and conditions hereof, Borrower may borrow Committed Loans under Section 2.01, prepay Committed Loans under this Section 2.05, and only to the extent, such outstanding reborrow Committed Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesunder Section 2.01.

Prepayments. (a) The Each Borrower may, upon notice from ▇▇▇▇▇▇▇▇▇ to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower▇▇▇▇▇▇▇▇▇, the applicable 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 a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) ▇▇▇▇▇▇▇▇▇ may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower▇▇▇▇▇▇▇▇▇, the Borrower ▇▇▇▇▇▇▇▇▇ shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for the Administrative Agent notifies ▇▇▇▇▇▇▇▇▇ at any reason time that the Total Outstandings at any such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower Borrowers shall immediately prepay Loans and/or ▇▇▇▇▇▇▇▇▇ shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that the Borrower ▇▇▇▇▇▇▇▇▇ shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b2.06(c) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If . The Administrative Agent may, at any time and from time to time after the Borrower fails to obtain any approvalinitial deposit of such Cash Collateral, consent or authorization from any Governmental Authority which is necessary or required request that additional Cash Collateral be provided in order to permit protect against the Borrower to incur Obligations hereunder on or before December 31 results of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authoritiesfurther exchange rate fluctuations.