Common use of Prepayments Clause in Contracts

Prepayments. (a) The Borrower may prepay without premium or penalty and in whole or in part (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 Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If the aggregate principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three two Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount Outstanding Amount of outstanding all Loans shall at any time for any reason exceed exceeds the Revolving Credit Aggregate Commitments then in effect, the Borrower shall, shall immediately and without notice or demand, pay the prepay Loans in an aggregate amount of equal to such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may prepay without premium or penalty and in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (ii) if such Borrowing is of Eurocurrency Loans LIBOR Loans, in an amount not less than $1,000,000, 5,000,000 and integral multiples of $1,000,000 in excess thereof and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency LIBOR Loans upon three Business Days Days' prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency LIBOR Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment may only shall be made on the last day of the Interest Period then applicable to paid contemporaneously with such Loansprepayment. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If At any time that the Borrower becomes aware, or should have become aware (pursuant to Borrower's ordinary business practices) that the aggregate principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and notify the Agent of this determination. Within two (2) Business Days of the delivery of the notice described in the preceding sentence, the Borrower shall, without further notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is notice must be received by the Administrative Agent not later than 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 Loans, in an amount not less than $1,000,000, ; (ii) if such Borrowing is any prepayment of Eurocurrency Eurodollar Rate Loans shall be in an a principal amount not less than of $1,000,000500,000 or a whole multiple of $100,000 in excess thereof, and (iii) any prepayment of Base Rate Loans shall be in an 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 (x) the date and amount of such prepayment and (y) the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’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; provided that, a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the minimum amount 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 Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice 3.05. Each such prepayment shall be applied to the Agent or, Loans in accordance with the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againLenders’ Pro Rata Shares. (b) If The Borrower may, upon notice to the aggregate applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made by such Swing Line Lender in whole or in part without premium or penalty; provided that (i) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of outstanding Loans $100,000. 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 for any reason exceed the Revolving Credit Commitments Aggregate Commitment then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay that the amount of such excess Borrower shall not be required to Cash Collateralize the Agent for L/C Obligations pursuant to this Section 2.05(c) unless after the ratable benefit of the Banks as a prepayment in full of the Loans. Immediately upon determining , the need to make any such prepayment Total Outstandings exceed the Borrower shall notify the Agent of such required prepaymentAggregate Commitment then in effect. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $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 specify the date and amount of such prepayment and the Type(s) of Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepayment, prepayment of Base Rate Loans or Federal Funds Rate Loans; and (ii) any prepayment of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender'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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shall, shall immediately and without notice or demand, pay the prepay Loans in an aggregate amount of equal to such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as follows: (a) The Borrower may prepay without premium or penalty (and in whole or in part (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 Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior shall provide notice thereof to the Administrative Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no not later than 10:00 a.m. (Chicago New York City time) on the date of prepayment, and the Administrative Agent shall promptly distribute copies thereof to the Lenders), and if such prepayment to be made by notice is given, the payment Borrower shall, prepay the outstanding principal amounts of the Loans made as part of the same Borrowing, in whole or ratably in part; provided, however, that each partial prepayment shall be in an aggregate principal amount to of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be prepaid and accrued interest thereon equal to the date fixed for prepayment. In the case total amount of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable Loans outstanding to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again). (b) If On any date on which (i) any termination or optional or mandatory reduction of the Commitments shall occur pursuant to Section 2.03(a) or (b) or (ii) the Total Outstandings shall exceed the aggregate principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effectCommitments, the Borrower shall, immediately and without notice or demandshall first, pay or prepay the principal outstanding on the Loans and/or all LC Outstandings that represent amounts that have been drawn under Letters of Credit but have neither been reimbursed by the Borrower nor converted into ABR Loans, second, if all of the Loans and all of such unreimbursed amounts constituting LC Outstanding shall have been paid in full, provide cash collateral pursuant to the Cash Collateral Agreement, to secure remaining LC Outstandings, and third, cause an amount of such excess Letters of Credit to be cancelled (if necessary after taking into account the payments and provision of cash collateral in the immediately preceding clauses), in each case, in an aggregate amount equal to the Agent for excess, as applicable, of (A) the ratable benefit Total Outstandings over (B) the aggregate amount of the Banks as a prepayment sum of the Commitments (following such termination or reduction, if any) and any cash collateral on deposit in the Cash Collateral Account. Any payments and prepayments required by clause “first” of this subsection (b) shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding Eurodollar Rate Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each On any date on which (i) the aggregate Dollar Equivalent of all LC Outstandings denominated in euros shall exceed the Euro Sublimit, (ii) all LC Outstandings denominated in Indian Rupees shall exceed the Indian Rupee Sublimit, or (iii) the aggregate Dollar Equivalent of all LC Outstandings denominated in Canadian Dollars shall exceed the Canadian Dollar Sublimit, the Borrower shall provide cash collateral pursuant to the Cash Collateral Agreement, to secure the LC Outstandings in an aggregate amount equal to the excess, as applicable, of (A)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in euro, over (2) the sum of the Euro Sublimit and, without duplication, such cash collateral, (B)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in Indian Rupees, over (2) the sum of the Indian Rupee Sublimit and, without duplication, such cash collateral or (C)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in Canadian Dollars, over (2) the sum of the Canadian Dollar Sublimit and, without duplication, such cash collateral. (d) Any prepayment pursuant to this Section 5.03 shall be accompanied by a payment (i) accrued interest to the date of all accrued and unpaid interest such prepayment on the Loans prepaid principal amount repaid and shall be subject (ii) in the case of prepayments of Eurodollar Rate Loans, any amount payable to the Lenders pursuant to Section 2.115.04(b). In the event that the Borrower requests the release of any cash collateral pursuant to the terms of the Cash Collateral Agreement and on the date of such request or at any time prior to the time of such release, there has become, or there becomes, due and payable any prepayment of any Loans under this Agreement, the Borrower hereby directs the Administrative Agent to apply the proceeds of such release of cash collateral to such prepayment of such Loans and agrees that any such request is a confirmation of such direction.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent by the Borrower may Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 8:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower Agent, the Borrowers shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepayany Disposition includes the disposition of Borrowing Base Collateral, then the Net Proceeds of such Borrowing Base Collateral shall be applied to the Loans. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, immediately on the sooner of Administrative Agent’s demand or the first Business Day after any Borrower has knowledge thereof repay the outstanding Loans and/or Cash Collateralize theoutstanding L/C Obligations, in an aggregate amount equal to such excessamount such that after giving effect to such repayment of Loans or Cash Collateralization of L/C Obligations, Total Outstandings do not exceed the lesser of (A) the Borrowing Base and without notice or demand(B) the Aggregate Commitments; provided, pay however, that the amount of such excess Borrowers shall not be required to Cash Collateralize the Agent for outstanding L/C Obligations pursuant to this Section 2.04(b) unless, after the ratable benefit of the Banks as a prepayment in full of the Loans. Immediately upon determining , the need Total Outstandings continue to make any such prepayment exceed the Borrower shall notify lesser of the Agent of such required prepaymentBorrowing Base and the Aggregate Commitmentsthen in effect. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three two Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any 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 it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shall, shall immediately and without notice or demand, pay the prepay Loans in an aggregate amount of equal to such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 12:00 noon; (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay without premium or penalty and any Borrowing, in whole or in part (but, if in part, then: without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 2:00 p.m. (New York time) not less than three (3) Business Days prior to any such prepayment, or (ii) in the case of any prepayment of any Base Rate Borrowing, 11:00 a.m. on the same day of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.11(d); provided, that if such a Eurodollar Borrowing is prepaid on a date other than the last day of Base Rate Loansan Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.17. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount not less than $1,000,000, (ii) if such Borrowing is that would be permitted in the case of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for advance of a Borrowing of the same Type pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of a Borrowing of Base Rate Loans, notice delivered shall be applied ratably to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, Loans comprising such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againBorrowing. (b) If the aggregate principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effectExposure of all Lenders exceeds the Aggregate Commitment Amount, as reduced pursuant to Section 2.7 or otherwise, the Borrower shallshall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of together 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, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. (c) In the event that at any time any Borrowing Base Deficiency shall exist, the Borrower shall prepay the Loans prepaid and in such amounts as shall be subject to Section 2.11necessary so that such Borrowing Base Deficiency is immediately cured. (d) In the event that at any time the Borrower or any of its Subsidiaries shall change or modify in any material respect the Investment Objectives without the consent of the Required Lenders, the Borrower shall prepay the Loans then outstanding in full, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay without premium or penalty and any Loan in whole or in part in an amount equal to the sum of (buta) the principal amount of the Loan being prepaid, if (b) the applicable Make-Whole Amount and (c) the amount determined in part, then: accordance with Section 2.03(c); provided that (i) if such Borrowing is notice must be received by the Administrative Agent not later than 11:00 a.m., three Business Days prior to any date of Base Rate Loans, in an amount not less than $1,000,000prepayment, (ii) if such Borrowing is of Eurocurrency Loans any prepayment shall be in an aggregate principal amount not less than of at least $1,000,0001,000,000 or, and if less, the entire aggregate principal amount of the Loans then outstanding, (iii) no Default or Event of Default would occur after giving effect to such voluntary prepayment and (iv) the LTV Ratio, immediately after giving effect to such prepayment, would be equal to or less than [***]%. Each such notice shall be irrevocable and shall specify the date of such prepayment, the amount of principal being prepaid and the applicable prepayment amount. The Borrower shall make such prepayment (which prepayment may be made, in an amount such that whole or in part, by the minimum amount required for a Borrowing Borrower instructing the Collateral Agent pursuant to Section 2.4 hereof remains outstanding3(g) any Borrowing of Eurocurrency Loans upon three Business Days prior notice the Security Agreement to deposit sale proceeds with respect to the Agent or, Pledged ADS sold for the purpose of making such prepayment on deposit in the case of a Borrowing of Base Rate Loans, notice delivered to Collateral Account into the Agent no later than 10:00 a.m. (Chicago timeAccount on the Borrower’s behalf) and the related prepayment amount specified in such notice shall be due and payable on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againspecified therein. (b) If Not later than the aggregate principal amount close of outstanding Loans shall at any time for any reason exceed business on the Revolving Credit Commitments then in effectsecond Hong Kong Business Day immediately after receipt of notice from the Administrative Agent of the occurrence of a Collateral Shortfall, the Borrower shallshall prepay the Loans then outstanding in an amount sufficient to cause the LTV Ratio, immediately and without notice after giving effect to such prepayment, to be equal to or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentless than [***]%. (c) Each such prepayment pursuant this Section 2.03 shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject amount prepaid, together with any additional amounts required pursuant to Section 2.113.04.

Prepayments. (a) The Borrower Any Obligor may prepay without premium or penalty and in whole or in part (but, if in part, then: (i) if such Borrowing is of its Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Administrative Agent or(which shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof or the case of a Borrowing of remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the Administrative Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. Any Obligor may prepay its Eurodollar Loans and Fixed Rate Loans on the same condition as for Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date Loans and in addition such prepayments of prepayment, such prepayment to Eurodollar Loans and Fixed Rate Loans shall be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms of Section 5.05 and conditions shall be in an amount equal to all of this Agreement, be borrowed, repaid the Eurodollar Loans and borrowed againFixed Rate Loans for such Obligor for the Interest Period prepaid. (b) If If, after giving effect to any termination or reduction of the Aggregate Commitments pursuant to Section 2.03, the outstanding aggregate principal amount of outstanding the Loans shall at any time for any reason exceed exceeds the Revolving Credit Commitments then in effectAggregate Commitments, the Borrower shall, immediately and without notice or demand, pay Obligors shall prepay the amount Loans on the date of such excess termination or reduction in an aggregate principal amount equal to the Agent for excess, together with interest on the ratable benefit of principal amount paid accrued to the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent date of such required prepayment. (c) Each such prepayment Prepayments permitted or required under this Section 2.07 shall be accompanied by a payment without premium or penalty, except as required under Section 5.05 for prepayment of all accrued and unpaid interest on the Eurodollar Loans prepaid and shall be subject to Section 2.11or Fixed Rate Loans.

Prepayments. (a) The Borrower may may, upon notice to Lender, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by Lender not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base 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 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 to be made by and the payment Type(s) of the principal amount Loans to be prepaid and accrued interest thereon and, if Eurodollar Rate Loans are to the date fixed for prepayment. In the case of Eurocurrency Loansbe prepaid, such prepayment may only be made on the last day of the Interest Period then applicable to Period(s) of such Loans. The Agent will promptly advise each Bank of any If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againSection 3.05. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Commitments Commitment then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall, immediately and without notice or demand, pay shall not be required to Cash Collateralize the amount of such excess L/C Obligations pursuant to this Section 2.04(b) unless after the Agent for the ratable benefit prepayment in full of the Banks as a prepayment of Loans the Loans. Immediately upon determining Total Outstandings exceed the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentCommitment then in effect. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is notice must be received by Agent not later than 11:00 a.m., New York time, on the date of Base Rate Loans, in an amount not less than $1,000,000, the prepayment; (ii) any such prepayment shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; or, if such Borrowing is of Eurocurrency Loans in an less, the entire principal amount not less than $1,000,000, thereof then outstanding and (iii) any prepayment of the Tranche A Term Loan or the Tranche B Term Loan shall be applied to the remaining principal amortization payments in an inverse order of maturity. Each such notice shall specify the date and amount of such that prepayment. Agent will promptly notify each Lender of its receipt of each such notice, and of the minimum amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Borrower, 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 Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice 3.05. Each such prepayment shall be applied to the Agent or, Loans of Lenders in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againaccordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Revolving Outstandings at any time for any reason exceed the Aggregate Revolving Credit Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall, immediately and without notice or demand, pay shall not be required to Cash Collateralize the amount of such excess L/C Obligations pursuant to this Section 2.04(b) unless after the Agent for the ratable benefit prepayment in full of the Banks as a prepayment of Revolving Loans the Loans. Immediately upon determining Total Revolving Outstandings exceed the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentAggregate Revolving Commitments then in effect. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Any Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective pro rata shares of such prepayment. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that no Borrower shall, immediately and without notice or demand, pay shall be required to Cash Collateralize the amount of such excess L/C Obligations pursuant to this Section 2.04(b) unless after the Agent for the ratable benefit prepayment in full of the Banks as a prepayment of Loans the Loans. Immediately upon determining Total Outstandings exceed the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentAggregate Commitments then in effect. (c) Each Upon the occurrence of a Change in Control, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrowers that the Aggregate Commitments and the Commitment of each Lender shall terminate as of the date of such prepayment notice. If such notice of termination has been requested by the Required Lenders, the Administrative Agent shall be accompanied by a payment also, at that time or later, at the request of all accrued the Required Lenders, additionally notify the Borrowers that they shall prepay the Outstanding Amount of their Loans and/or Cash Collateralize the Outstanding Amount of their L/C Obligations, and unpaid interest on each Borrower agrees that upon such additional notice, such Borrower will promptly prepay the Outstanding Amount of its Loans prepaid and shall be subject to Section 2.11and/or Cash Collateralize the Outstanding Amount of its L/C Obligations.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans, in an amount not less than $1,000,000, ; (ii) if such Borrowing is any prepayment of Eurocurrency Eurodollar Rate Loans shall be in an a principal amount not less than of $1,000,000, 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in an a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such that notice shall specify the minimum date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender'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 thereon, together with any additional amounts required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice 3.05. Each such prepayment shall be applied to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment Loans of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againLenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount Outstanding Amount of outstanding all Loans shall and L/C Obligations at any time for any reason exceed exceeds the Revolving Credit Commitments then in effect, the Borrower shall, shall immediately and without notice or demand, pay prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount of equal to such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is notice must be received by the Administrative Agent not later than 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 Loans, in an amount not less than $1,000,000, ; (ii) if such Borrowing is any prepayment of Eurocurrency Eurodollar Loans shall be in an a principal amount not less than of $1,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof, and (iii) any prepayment of Base Rate Loans shall be in an 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 that notice shall specify the minimum date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’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 thereon, together with any additional amounts required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice 3.05. Each such prepayment shall be applied to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment Loans of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againLenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay that the amount of such excess Borrower shall not be required to Cash Collateralize the Agent for L/C Obligations pursuant to this Section 2.04(b) unless after the ratable benefit of the Banks as a prepayment in full of the Loans. Immediately upon determining , the need to make any such prepayment Total Outstandings exceed the Borrower shall notify the Agent of such required prepaymentAggregate Commitments then in effect. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is notice must be received by the Administrative Agent not later than 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 Loans, in an amount not less than $1,000,000, ; (ii) if such Borrowing is any prepayment of Eurocurrency Eurodollar Rate Loans shall be in an a principal amount not less than of $1,000,000500,000 or a whole multiple of $100,000 in excess thereof, and (iii) any prepayment of Base Rate Loans shall be in an 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 (x) the date and amount of such prepayment and (y) the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’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; provided that, a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the minimum amount 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 Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice 3.05. Each such prepayment shall be applied to the Agent or, Loans in accordance with the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againLenders’ Pro Rata Shares. (b) If The Borrower may, upon notice to the aggregate 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 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of outstanding Loans $100,000. 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 for any reason exceed the Revolving Credit Commitments Aggregate Commitment then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay that the amount of such excess Borrower shall not be required to Cash Collateralize the Agent for L/C Obligations pursuant to this Section 2.05(c) unless after the ratable benefit of the Banks as a prepayment in full of the Loans. Immediately upon determining , the need to make any such prepayment Total Outstandings exceed the Borrower shall notify the Agent of such required prepaymentAggregate Commitment then in effect. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Except as may otherwise be expressly provided in this Note and the other Loan Documents, Borrower may prepay not make any prepayment of the Loan except as follows: (i) Borrower must give Lender at least 30 days’ prior written notice of the proposed prepayment;; and (ii) the prepayment must be accompanied by payment to Lender of the following: (A) any and all costs, fees, and other expenses, including late fees, then due and payable with respect to the Obligations; (B) interest on the prepaid principal through the prepayment date; and (C) a Prepayment Fee in the amount described below, unless the Loan Documents specifically state that, with respect to a particular prepayment, no Prepayment Fee is due. Any other provision of the Loan Documents to the contrary notwithstanding, if the Loan is accelerated by Lender in exercise of Lender’s rights or if the Loan is automatically accelerated pursuant to Section 6.1(f) of the Loan Agreement, then, in addition to any other amounts that Borrower may owe Lender, Borrower is also obligated to pay the Prepayment Fee, calculated based on the principal amount outstanding as of the date of acceleration. INTEREST ON THE PREPAYMENT AMOUNT MUST BE PAID THROUGH THE PREPAYMENT DATE. Any prepayment shall be without premium prejudice to Borrower’s obligations under any swap agreement (as defined in 11 U.S.C. § 101), which shall remain in full force and effect subject to the terms of such swap agreement (including provisions that may require a reduction, modification or penalty and early termination of a swap transaction, in whole or in part (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 Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case event of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of such prepayment, and may require Borrower to pay any fees or other amounts for such prepayment to be made by the payment of the principal amount to be prepaid reduction, modification or early termination), and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, no such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid fees or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If the aggregate principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment amounts shall be accompanied by deemed a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11penalty hereunder or otherwise.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is notice must be received by the Administrative Agent not later than 9:00 a.m., San Francisco time, (A) three (3) Business Days prior to any date of Base prepayment of Eurodollar Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago timeB) on the date of prepayment, prepayment of Base Rate Loans; and (ii) any prepayment of Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of such Lender'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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount Outstanding Amount of outstanding all Loans shall and L/C Obligations at any time for any reason exceed exceeds the Revolving Credit Aggregate Commitments then in effect, the Borrower shall, shall immediately and without notice or demand, pay prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount of equal to such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may prepay without premium or penalty and in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000500,000 and integral multiples of $100,000 in excess thereof, (ii) if such Borrowing is of Eurocurrency Loans LIBOR Loans, in an amount not less than $1,000,000, 2,000,000 and integral multiples of $1,000,000 in excess thereof and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency LIBOR Loans upon three Business Days Days' prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency LIBOR Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment may only shall be made on the last day of the Interest Period then applicable to paid contemporaneously with such Loansprepayment. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If At any time that the Borrower becomes aware, or should have become aware (pursuant to Borrower's ordinary business practices) that the aggregate principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and notify the Agent of this determination. Within two (2) Business Days of the delivery of the notice described in the preceding sentence, the Borrower shall, without further notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower Borrowers may prepay from time to time pay, without premium penalty or penalty and in whole or in part (butpremium, if in part, then: (i) if such Borrowing is of all outstanding Base Rate Loans, or, in an a minimum aggregate amount of $5,000,000, any portion of the outstanding Base Rate Loans not less later than $1,000,000, 11:00 a.m. upon one (ii1) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days Day’s prior notice to the Agent orAdministrative Agent, who shall give prompt notice thereof to the Lenders substantially in the case form of a Borrowing of Base Rate Loans, notice delivered Exhibit I hereto or such other form agreed to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment Company and the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) (a “Notice of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againLoan Prepayment”). (b) The Borrowers may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Term SOFR Loans, or, in a minimum aggregate amount of $5,000,000, any portion of outstanding Term SOFR Loans upon (x) two (2) Business Days’ prior notice to the Administrative Agent. The Administrative Agent shall give prompt notice thereof to the Lenders. (c) If at any time, for any reason, the Aggregate Outstanding Credit Exposure of all Lenders shall exceed the Aggregate Commitment then in effect, the Borrowers shall, without notice or demand, immediately prepay the Loans such that the sum of the aggregate principal amount of outstanding Loans shall so prepaid, at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay least equals the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (cd) [reserved]. (e) Each such prepayment pursuant to this Section 2.8 shall be accompanied by a payment of all 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 anything to the contrary contained in this Agreement, any Borrower may rescind or postpone any notice of prepayment under Section 2.8(a) or (b) if such prepayment would have resulted from a refinancing of all or a portion of the Loans prepaid and or if it is otherwise conditioned on the consummation of a transaction, which refinancing or transaction shall not be subject to Section 2.11consummated or shall otherwise be delayed.

Prepayments. (a) The Borrower may prepay without premium or penalty and in whole or in part (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 Eurocurrency the ABR Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days by giving prior notice to the Agent or(which shall promptly notify the Lenders) not later than 11:00 a.m. New York time on the day of such prepayment, in which notice shall specify the case prepayment date (which shall be a Business Day) and the amount of a Borrowing of Base Rate Loansthe prepayment (which shall be at least $250,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Eurodollar Loans upon not less than three (3) Business Day's prior notice delivered to the Agent no later than 10:00 a.m. (Chicago timewhich shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $1,000,000) and shall be irrevocable and effective only upon receipt by the Agent, provided that interest and all other sums required to be paid under Section 5.05, if any, shall be paid on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againdate. (b) If If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(b), the outstanding aggregate principal amount of outstanding the Loans shall at any time for any reason exceed plus the Revolving LC Exposure exceeds the Aggregate Maximum Credit Commitments then in effectAmounts, the Borrower shallshall immediately (i) prepay the Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, immediately together with interest on the principal amount paid accrued to the date of such prepayment and without notice or demand(ii) if any excess remains after prepaying all of the Loans, pay the amount of such excess to the Agent for the ratable benefit on behalf of the Banks Lenders an amount equal to the excess to be held as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentcash collateral as provided in Section 2.10(b). (c) Each Upon any redetermination of the amount of the Borrowing Base in accordance with Section 2.08 or adjustment in accordance with Sections 8.08(c) or 9.12, if the redetermined or adjusted Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall within ninety (90) days of receipt of written notice thereof: (i) provide additional collateral with value equal to such prepayment excess, which collateral shall be accompanied by satisfactory to the Required Lenders and subject to a payment Lien of all accrued and unpaid interest on the Security Instruments, (ii) prepay the Loans prepaid and in an aggregate (d) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of Eurodollar Loans. Any prepayment may be reborrowed subject to Section 2.11the then effective Aggregate Commitments.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any 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 it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shall, shall immediately and without notice or demand, pay the prepay Loans in an aggregate amount of equal to such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall pursuant to this Section 2.03 may not be subject to Section 2.11reborrowed.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender'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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect (including during any Reduced Commitment Period), the Borrower shall immediately prepay Loans, together with any additional amounts required pursuant to Section 3.05, 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 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment The Borrower shall be accompanied by a payment of all accrued and unpaid interest on the from time to time prepay outstanding Loans prepaid and shall be subject in accordance with Section 6.13, together with any additional amounts required pursuant to Section 2.113.05.

Prepayments. (a) The Borrower may may, upon notice to Agent, at any time or from time to time voluntarily prepay without premium or penalty and Revolving Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is notice must be received by Agent not later than 11:00 a.m., Central Time, (A) five Business Days prior to any date of Base prepayment of Eurodollar Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a greater integral multiple of $100,000; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a greater integral multiple of $100,000, 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 Revolving Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepaymentprepaid. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Revolving Loans of this Agreement, be borrowed, repaid and borrowed againLenders in accordance with their respective Pro Rata Shares. (b) If for any reason (including a redetermination of the aggregate principal amount of outstanding Loans shall Borrowing Base) the Total Outstandings at any time for any reason exceed the Revolving Credit lesser of Aggregate Commitments then in effect and the Borrowing Base then in effect, Borrower shall immediately (and in any event within three (3) Business Days) (i) prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess or (ii) add to the Borrowing Base Oil and Gas Properties additional Oil and Gas Properties of the Borrower shallsufficient in value, immediately and without notice as determined pursuant to Section 2.04, to increase the Borrowing Base to equal or demand, pay exceed the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentTotal Outstandings. (c) Each such prepayment On each date on which Borrower sells any of its Borrowing Base Oil and Gas Properties, the Borrowing Base shall be accompanied by a payment automatically reduced to the loan value (determined in accordance with the procedures for determining the Borrowing Base) of all accrued the remaining Borrowing Base Oil and unpaid interest on Gas Properties, and the Loans prepaid and Borrower shall be subject required immediately to make the prepayment, if any, required pursuant to Section 2.112.05(b).

Prepayments. (a) The Borrower Any Obligor may prepay without premium or penalty and in whole or in part (but, if in part, then: (i) if such Borrowing is of its Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Administrative Agent or(which shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof or the case of a Borrowing of remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the Administrative Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. Any Obligor may prepay its Eurodollar Loans and Fixed Rate Loans on the same condition as for Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date Loans and in addition such prepayments of prepayment, such prepayment to Eurodollar Loans and Fixed Rate Loans shall be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms of Section 5.05 and conditions shall be in an amount equal to all of this Agreement, be borrowed, repaid the Eurodollar Loans and borrowed againFixed Rate Loans for such Obligor for the Interest Period prepaid. (b) If If, after giving effect to any termination or reduction of the Aggregate Commitments pursuant to Section 2.03, the outstanding aggregate principal amount of outstanding the Loans shall at any time for any reason exceed exceeds the Revolving Credit Commitments then in effectAggregate Commitments, the Borrower shall, immediately and without notice or demand, pay Obligors shall prepay the amount Loans on the date of such excess termination or reduction in an aggregate principal amount equal to the Agent for excess, together with interest on the ratable benefit of principal amount paid accrued to the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent date of such required prepayment.. 18 (c) Each such prepayment Prepayments permitted or required under this Section 2.07 shall be accompanied by a payment without premium or penalty, except as required under Section 5.05 for prepayment of all accrued and unpaid interest on the Eurodollar Loans prepaid and shall be subject to Section 2.11.or

Prepayments. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, prepay, redeem, defease or purchase in any manner, or deposit or set aside funds for the purpose of any of the foregoing, make any payment in respect of principal of, or make any payment in respect of interest on, (a) The any Funded Debt (other than the Subordinated Debt), except the Borrower may prepay without premium or penalty and in whole or in part (but, if in part, then: (i) if make regularly scheduled payments of principal or interest required in accordance with the terms of the instruments governing any Funded Debt permitted hereunder, and (ii) make payments, including prepayments permitted or required hereunder, with respect to the Obligations or (b) the Subordinated Debt except (i) payments of interest to the extent not prohibited by the Subordinated Debt Intercreditor Agreement, (ii) payments permitted by the Subordinated Debt Intercreditor Agreement, (iii) repayment of the Subordinated Debt with the proceeds of a refinancing thereof as permitted under Section 8.1, (iv) repayment of the Subordinated Debt with the proceeds of any issuance by Borrower of common stock or preferred stock issued on terms and condition satisfactory to the Co-Collateral Agents, and (v) other payments so long as (A) any such Borrowing is payment occurs not prior to eighteen (18) months after the Agreement Date, (B) the Borrower shall have maintained Availability of Base Rate Loans, in an amount not less than $1,000,000, 15,000,000 (iiafter giving effect to the Availability Block and all Reserves) if at all times for a consecutive period of twelve (12) months immediately prior to any such Borrowing is payment and (C) Borrower shall deliver pro-forma financial statements for the twelve month period immediately following any such payment evidencing that it shall have Availability of Eurocurrency Loans in an amount not less than $1,000,000, and 15,000,000 (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice after giving effect to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Availability Block and all Reserves) at all times during such twelve (Chicago time12) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againmonth period. (b) If the aggregate principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 12:00 noon (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) 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 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender'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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shall, shall immediately and without notice or demand, pay the prepay Loans in an aggregate amount of equal to such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any 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 it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations Table of such required prepayment. (cContents pursuant to this Section 2.04(b) Each such unless after the prepayment shall be accompanied by a payment in full of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may prepay any Borrowing of Eurodollar Loans or Base Rate Loans without premium or penalty and in whole or in part (but, if in part, then: then (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is 1,000,000 and integral multiples of Eurocurrency Loans $1,000,000 in an amount not less than $1,000,000excess thereof, and (iiiii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior irrevocable notice to the Administrative Agent or, in the form of Exhibit E-3 (a “Paydown Notice”) (A) in the case of a any Borrowing of Eurodollar Loans, no later than 2:00 p.m. (New York time) on the date that is three (3) Business Days prior to such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), notice delivered to the Agent no later than 10:00 a.m. 2:00 p.m. (Chicago New York time) on the date of such prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or any portion of the outstanding Swing Line Loans, upon delivery of a Paydown Notice to the Administrative Agent and the Swing Line Bank by 2:00 p.m. (New York time) on the date of repayment. In the case of Eurocurrency Eurodollar Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment may only shall be made on the last day of the Interest Period then applicable to paid contemporaneously with such Loansprepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If the aggregate principal amount of outstanding Loans and L/C Obligations shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Administrative Agent for the ratable benefit of the Banks as a prepayment of the LoansLoans and, if necessary, a prefunding of Letters of Credit. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Administrative Agent of such required prepayment. (c) . Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.112.11 hereof.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower may to the Agent, at any time or from time to time voluntarily prepay without premium or penalty and the Term Loans in whole or in part without premium or penalty (but, if except as provided in part, then: Section 2.09); provided that such notice must be received by the Agent not later than 11:00 a.m. three (i3) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the any date of prepayment, . Each such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to notice shall specify the date fixed for and amount of such prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise notify each Bank 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 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 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 notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject shall be applied to the terms Term Loans of the Lenders in accordance with their respective Applicable Percentages, shall be distributed to the Lenders in accordance with their respective Applicable Percentages and conditions shall be applied to the principal repayments thereof in direct order of this Agreement, be borrowed, repaid and borrowed againmaturity. (b) [Reserved]. (c) If for any reason (other than on account of Protective Advances) the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Commitments then in effectBorrowing Base, the Borrower shall, Borrowers shall immediately and without notice or demand, pay prepay the Term Loans in an aggregate amount equal to such excess; provided that such prepayment shall not be required to the extent the Revolving Agent has implemented a reserve against the Revolving Borrowing Base in the amount of such excess on terms, and pursuant to documentation, acceptable to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentAgent.‌ (d) [Reserved]. (ce) Each [Reserved]. (f) [Reserved]. (g) The Borrowers shall prepay the Term Loans to the extent required pursuant to the provisions of Section 6.12 hereof; provided, however, that any such prepayment amounts (x) in respect of ABL Priority Collateral first, shall be accompanied by a payment applied to the Revolving Obligations until the Revolving Obligations are paid in full, in accordance with the requirements of all accrued Section 2.05(g) of the Revolving Credit Agreement and unpaid interest on the Loans prepaid and then, second, shall be subject applied to Section 2.11.the Obligations hereunder and‌

Prepayments. (a) The Borrower may may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, thenwithout premium or penalty; provided that: (i) if such Borrowing is of Base Rate Loans, notice must be in an amount a form acceptable to Administrative Agent and be received by Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and three (iii3) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base EurodollarTerm Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of LIBOR Daily Rate Loans or BaseReference Rate Loans; (ii) any prepayment of EurodollarTerm Rate Loans or LIBOR Daily RateSOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 to be made by and the payment Type(s) of the principal amount Loans to be prepaid and accrued interest thereon and, if EurodollarTerm Rate Loans are to the date fixed for prepayment. In the case of Eurocurrency Loansbe prepaid, such prepayment may only be made on the last day of the Interest Period then applicable to Period(s) of such Loans. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such prepayment notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.is given (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall, immediately and without notice or demand, pay shall not be required to Cash Collateralize the amount of such excess L/C Obligations pursuant to this Section 2.04(b) unless after the Agent for the ratable benefit prepayment in full of the Banks as a prepayment of Loans the Loans. Immediately upon determining Total Outstandings exceed the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentAggregate Commitments then in effect. (c) Each such prepayment Within the parameters of the applications set forth above, prepayments shall be accompanied applied (i) as directed by a payment ▇▇▇▇▇▇▇▇, or if not so directed, (ii) first to Base Rate Loans, second to LIBOR Daily Floating RateSOFR Loans and then to EurodollarTerm Rate Loans in direct order of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11Interest Period maturities.

Prepayments. (a) The Borrower Borrowers may prepay from time to time pay, without premium penalty or penalty and in whole or in part (butpremium, if in part, then: (i) if such Borrowing is of all outstanding Base Rate Loans, or, in an a minimum aggregate amount of $5,000,000, any portion of the outstanding Base Rate Loans not less later than $1,000,000, 11:00 a.m. upon one (ii1) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days Day’s prior notice to the Administrative Agent. The Administrative Agent or, in the case of a Borrowing of Base Rate Loans, shall give prompt notice delivered thereof to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againLenders. (b) The Borrowers may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Term SOFR Loans, or, in a minimum aggregate amount of $5,000,000, any portion of outstanding Term SOFR Loans upon two (2) Business Days’ prior notice to the Administrative Agent. The Administrative Agent shall give prompt notice thereof to the Lenders. (c) If at any time, for any reason, the Aggregate Outstanding Credit Exposure of all Lenders shall exceed the Aggregate Commitment then in effect, the Borrowers shall, without notice or demand, immediately prepay the Loans such that the sum of the aggregate principal amount of outstanding Loans shall so prepaid at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay least equals the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (cd) All written notices of prepayments under Section 2.8(a) or (b) shall be substantially in the form of Exhibit I hereto or such other form agreed to by the Company and the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent). (e) Each such prepayment pursuant to this Section 2.8 shall be accompanied by a payment of all 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 anything to the contrary contained in this Agreement, any Borrower may rescind or postpone any notice of prepayment under Section 2.8(a) or (b) if such prepayment would have resulted from a refinancing of all or a portion of the Loans prepaid and or if it is otherwise conditioned on the consummation of a transaction, which refinancing or transaction shall not be subject to Section 2.11consummated or shall otherwise be delayed.

Prepayments. (a) The Borrower may may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and three (iii3) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepaymentprepaid. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Loan shall be accompanied by all accrued interest thereon, subject and any prepayments of a Eurodollar Rate Loan shall include any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit lesser of (i) the Aggregate Commitments then in effect, and (ii) the Borrowing Base, then Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay that Borrower shall not be required to Cash Collateralize the amount of such excess L/C Obligations pursuant to this Section 2.04(b) unless after the Agent for the ratable benefit prepayment in full of the Banks as a prepayment Loans the Total Outstandings exceed the lesser of (i) the Loans. Immediately upon determining Aggregate Commitments then in effect, and (ii) the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentBorrowing Base. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Any Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of its receipt of each such notice, and of the amount of such Lender’s pro rata share of such prepayment. If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective pro rata shares of such prepayment. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed 100% of the Revolving Credit Aggregate Commitments then in effect, the Borrower shall, Borrowers shall immediately and without (or within two Business Days after notice or demand, pay thereof from the amount of Administrative Agent if such excess is caused by currency fluctuations), first, prepay Loans and, second, Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that no Borrower shall be required to Cash Collateralize the Agent for L/C Obligations pursuant to this Section 2.04(b) unless after the ratable benefit prepayment in full of the Banks as a prepayment of Loans the Loans. Immediately upon determining Total Outstandings exceed the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentAggregate Commitments then in effect. (c) Each Upon the occurrence of a Change in Control, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrowers that the Aggregate Commitments and the Commitment of each Lender shall terminate as of the date of such prepayment notice. If such notice of termination has been requested by the Required Lenders, the Administrative Agent shall be accompanied by a payment also, at that time or later, at the request of all accrued the Required Lenders, additionally notify the Borrowers that they shall prepay the Outstanding Amount of their Loans and/or Cash Collateralize the Outstanding Amount of their L/C Obligations, and unpaid interest on each Borrower agrees that upon such additional notice, such Borrower will promptly prepay the Outstanding Amount of its Loans prepaid and shall be subject to Section 2.11and/or Cash Collateralize the Outstanding Amount of its L/C Obligations.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loansnotice must be received by the Administrative Agent not later than 12:00 noon, in an amount not less than $1,000,000New York time, (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent orany date of prepayment of Eurodollar Rate Loans denominated in Dollars, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. and (Chicago timeB) on the date of prepayment, prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of such Lender'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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans in Dollars of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount Outstanding Amount of outstanding all Loans shall at any time for any reason exceed exceeds the Revolving Credit Aggregate Commitments then in effect, the Borrower shall, shall immediately and without notice or demand, pay the prepay Loans in an aggregate amount of equal to such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time and from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, thenwithout premium or penalty; provided that: (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base LIBOR Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $5,000,000 or a higher integral multiple of $1,000,000; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a higher integral multiple of $100,000 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’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 it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amount paid or prepaid before the Termination Date may, subject required pursuant to Section 3.04. Each such prepayment shall be applied to the terms and conditions applicable Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective applicable Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, shall immediately and without notice or demand, pay the prepay Revolving Credit Loans in an aggregate amount of equal to such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 8:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallBorrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay that the amount of such excess Borrowers shall not be required to Cash Collateralize the Agent for L/C Obligations pursuant to this Section 2.04(b) unless after the ratable benefit prepayment in full of the Banks as a prepayment of Loans the Loans. Immediately upon determining Total Outstandings exceed the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentAggregate Commitments then in effect. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent any date of prepayment of Eurodollar Rate Loans (or, in connection with the case termination of a Borrowing of Base Rate Loansthe Aggregate Commitments pursuant to Section 2.05, notice delivered such later date as may be agreed to by the Agent no later than 10:00 a.m. Administrative Agent) and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 to be made by and the payment Type(s) of the principal amount Loans to be prepaid and accrued interest thereon and, if Eurodollar Rate Loans are to the date fixed for prepayment. In the case of Eurocurrency Loansbe prepaid, such prepayment may only be made on the last day of the Interest Period then applicable to Period(s) of such Loans. The Administrative Agent will promptly advise notify each Bank Lender of any 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 it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of such required prepaymentthe Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Each Except with respect to (i) a Special Redetermination pursuant to Section 2.13(c) or (ii) a Borrowing Base adjustment pursuant to Section 2.13(d), in the event a Borrowing Base Deficiency exists after giving effect to any Redetermination, the Borrower shall, within ten (10) days following notice thereof from the Administrative Agent, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of the Loans in an amount equal to the entire amount of such Borrowing Base Deficiency within thirty (30) days after the date on 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 be accompanied by a payment in an amount equal to one-sixth (1/6th) of all accrued and unpaid interest the amount of such Borrowing Base Deficiency, 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 Credit Parties shall (A) dedicate a sufficient amount (as determined by the Administrative Agent in its sole discretion) of the monthly cash flow from the Credit 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 Credit Parties for consideration in connection with the redetermination of the Borrowing Base which Administrative Agent and Required Lenders deem sufficient in their 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 prepaid in full (as a result of outstanding L/C Obligations on such Election Date), on up to six Monthly Dates immediately following such Election Date, the Borrower shall also deposit cash with the Administrative Agent, to be held by the Administrative Agent to secure outstanding L/C Obligations 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 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 2.13(c), the Borrower shall be subject required to Section 2.11make 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).

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, from time to time voluntarily prepay without premium or penalty and Committed Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepayment, prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a higher integral multiple of $1,000,000; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a higher integral multiple of $100,000 (or 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 made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of its receipt of each such notice, and of the amount of such Lender's Pro Rata Share of the applicable prepayment. If such a notice is given by the Borrower, 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 thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject shall be applied to the terms and conditions Committed Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If The Borrower may, upon notice to the aggregate principal amount of outstanding Loans shall Swing Line Lender (with a copy to the Administrative Agent), at any time for any reason exceed 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 Revolving Credit Commitments then in effect, Swing Line Lender and the Borrower shall, immediately and without notice or demand, pay Administrative Agent not later than 1:00 p.m. on the amount of such excess to the Agent for the ratable benefit date of the Banks as a prepayment of the Loans. Immediately upon determining the need to make and (ii) any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, the Borrower shall make such prepayment and the payment of all accrued amount specified in such notice shall be due and unpaid interest payable on the Loans prepaid and shall be subject to Section 2.11date specified therein.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 12:00 noon (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $10,000,000 or a whole multiple of $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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any 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 it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.04(c) unless after the prepayment in full of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may prepay without premium or penalty and in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,0005,000,000 and integral multiples of $1,000,000 in excess thereof, (ii) if such Borrowing is of Eurocurrency Loans LIBOR Loans, in an amount not less than $1,000,000, 5,000,000 and integral multiples of $1,000,000 in excess thereof and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency LIBOR Loans upon three Business Days Days’ prior notice to the Administrative Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Administrative Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency LIBOR Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment may only shall be made on the last day of the Interest Period then applicable to paid contemporaneously with such Loansprepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If At any time that the Borrower becomes aware, or should have become aware (pursuant to Borrower’s ordinary business practices) that the aggregate principal amount of outstanding Loans and L/C Obligations shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and notify the Administrative Agent of this determination. Within two (2) Business Days of the delivery of the notice described in the preceding sentence, the Borrower shall, without further notice or demand, pay the amount of such excess to the Administrative Agent for the ratable benefit of the Banks as a prepayment of the LoansLoans and, if necessary, a prefunding of the Letters of Credit. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is notice must be received by the Administrative Agent not later than 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 Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is any prepayment of Eurocurrency Eurodollar Rate Loans shall be in an a principal amount not less than of $1,000,0005 million or a whole multiple of $500,000 in excess thereof, and (iii) any prepayment of Base Rate Loans shall be in an 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 that notice shall specify the minimum date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender'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 thereon, together with any additional amounts required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice 3.05. Each such prepayment shall be applied to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment Loans of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againLenders in accordance with their respective Pro Rata Shares. (b) In the event the Successful IPO of the Borrower has not been consummated on or prior to the day which is 18 months after the Closing Date, the Borrower shall promptly prepay the Loans and/or Cash Collateralize or pay the L/C Obligations in an aggregate amount necessary to reduce the Outstanding Amount of Loans plus the Outstanding Amount of L/C Obligations to $50 million. (c) In the event the Successful IPO of the Borrower has not been consummated on or prior to the which is day 30 months after the Closing Date, the Borrower shall promptly prepay the Loans and/or Cash Collateralize or pay the L/C Obligations in an aggregate amount necessary to reduce the Outstanding Amount of Loans plus the Outstanding Amount of L/C Obligations to $40 million. (d) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay that the amount of such excess Borrower shall not be required to Cash Collateralize the Agent for L/C Obligations pursuant to this Section 2.05(d) unless, after the ratable benefit of the Banks as a prepayment in full of the Loans. Immediately upon determining , the need to make any such prepayment Total Outstandings exceed the Borrower shall notify the Agent of such required prepaymentAggregate Commitments then in effect. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. Shortfin Credit Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part without premium or penalty; provided that (but, if in part, then: a) such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) if such Borrowing is three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (ii) on the date of prepayment of Base Rate Loans; and (b) any prepayment of Loans of either Type shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, 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 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 an amount not less than $1,000,000such notice shall be due and payable on the date specified therein. (b) Upon receipt of any Equity Contributions under Section 6.17, (ii) if the Borrower shall cause the proceeds of such Borrowing is Equity Contributions to be applied as a prepayment of Eurocurrency outstanding principal of the Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If the aggregate principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentapplicable Correction Payment. (c) Each such prepayment Any prepayments of Eurodollar Rate Loans shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject amount prepaid, together with any additional amounts required pursuant to Section 2.113.05, as applicable.

Prepayments. (a) The In addition to the required payments of principal of the Term Loans as set forth in Section 2.09 and any mandatory prepayments of principal of the Term Loans effected under subsection (b) below, Borrower may may, upon irrevocable notice to the Administrative Agent, voluntarily prepay without premium or penalty the Term Loans and the Revolving Loans in whole or in part (butfrom time to time on any Business Day, if in part, then: without penalty or premium; provided that (i) if such Borrowing is notice must be received by the Administrative Agent not later than 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 Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is any prepayment of Eurocurrency Eurodollar Rate Loans shall be in an a principal amount not less than of $1,000,000500,000 or a whole multiple of $100,000 in excess thereof (or in the entire remaining principal balance of the Loans, as applicable), and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or in the entire remaining principal balance of the Loans). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Segment to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and such Lender’s Applicable Percentage of 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 thereon, together with any additional amounts required pursuant to Section 3.05. (b) In addition to the required payments of principal of the Loans set forth in Section 2.09 and any optional payments of principal of the Loans effected under subsection (a) above, Borrower shall make the following required prepayments of the Loans, each such payment to be made to the Administrative Agent for the benefit of the Lenders within the time period specified below: (1) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each sale or transfer of any property or assets of Borrower or any of its Subsidiaries (including casualty losses or condemnations but excluding sales or transfers permitted under clauses (a), (b), (c), (d), (e), (f), (g), (h) and (j) of Section 7.05, and, other than in connection with a termination of a contract with a customer of Borrower constituting one of Borrower’s top 20 customers (as determined by the Borrower based on contribution of revenues to Borrower during the trailing twelve-month period as of the end of the Fiscal Quarter most recently ended for which financial statements are available), clause (i) of Section 7.05); provided that, notwithstanding the foregoing, up to $1,000,000 in the aggregate of Net Cash Proceeds from any such that asset dispositions received in any Fiscal Year by the minimum Loan Parties shall not be required to be applied to the prepayment of the Term Loans on such date to the extent such proceeds are to be reinvested in or otherwise used to replace the property sold; provided further that, if the applicable Loan Party has not completed or entered into a binding agreement to complete such reinvestment or replacement within one hundred eighty (180) days after receipt of such proceeds, the Administrative Agent may apply such proceeds to the Term Loans in accordance with this Section 2.07(b); (2) a prepayment in an amount equal to fifty percent (50%) of the Net Cash Proceeds of each sale or issuance of any Equity Interests by Borrower or any of its Subsidiaries unless issued to Borrower or one of its Subsidiaries; (3) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of any Extraordinary Receipts; provided that, notwithstanding the foregoing, the Net Cash Proceeds from any casualty event or condemnation proceeding shall not be required to be used as a prepayment on such date to the extent such proceeds will be used to replace, restore, repair or rebuild property; provided that, if such Loan Party has not completed or entered into a binding agreement to complete such replacement, restoration, repair or rebuilding within one hundred eighty (180) days after receipt of such Extraordinary Receipts, the Administrative Agent may apply such Extraordinary Receipts to the Obligations in accordance with this Section 2.07(b); and (4) a prepayment in an amount equal to one hundred percent (100%) of any Indebtedness of Borrower incurred after the Closing Date, except for a Borrowing pursuant any Indebtedness permitted under Section 7.03. Each prepayment will be made within ten (10) Business Days of the receipt of such proceeds. (c) All prepayments under this Section 2.07 shall be applied by the Administrative Agent, subject to Section 2.4 hereof remains outstanding2.17, in the following order (except as otherwise provided in Section 2.07(a)): First, (i) any Borrowing with respect to such prepayments other than voluntary prepayments of Eurocurrency Loans upon three Business Days prior notice the Revolving Loans, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, in the inverse order of maturity as to the Agent orremaining scheduled payments of the Term Loans (including the payment due on the Term Loan Maturity Date), ratably among the Term Lenders in proportion to the respective amounts described in this clause First held by them, and (ii) with respect to voluntary prepayments of Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause First held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments); Second, to payment of (i) that portion of the Obligations constituting unpaid principal of the Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause Second held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments except in the case of a Borrowing payment made pursuant to Sections 2.07(b)(1) and (b)(3)), and (ii) that portion of Base Rate Loansthe Obligations constituting liabilities (other than any termination payments due and payable) under any Related Swap Contract with any Lender or any Affiliate of a Lender party to a Related Swap Contract and as to which the Administrative Agent has received notice of the amounts owed thereunder from the applicable Lender or any Affiliate of a Lender party to a Related Swap Contract, notice delivered ratably as to clauses (i) and (ii) among such Lenders or such Affiliates in proportion to the respective amounts described in this clause Second held by them; Third, to payment of that portion of the Obligations constituting any termination payments due and payable under any Related Swap Contract with any Lender or any Affiliate of a Lender party to a Related Swap Contract and as to which the Administrative Agent no later than 10:00 a.m. (Chicago time) on has received notice of the date amounts owed thereunder from the applicable Lender or any Affiliate of prepaymenta Lender party to a Related Swap Contract, ratably among such prepayment Lenders or such Affiliates in proportion to be made the respective amounts described in this clause Third held by them; and Last, to the payment of any other amounts constituting Obligations, ratably among the principal amount to be prepaid Administrative Agent, the Lenders and accrued interest thereon their Affiliates in proportion to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of respective amounts described in this Agreement, be borrowed, repaid and borrowed againclause held by them. (bd) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall, immediately and without notice or demand, pay shall not be required to Cash Collateralize the amount of such excess L/C Obligations pursuant to this Section 2.07(d) unless after the Agent for the ratable benefit prepayment in full of the Banks as a prepayment of Revolving Loans the Loans. Immediately upon determining Total Revolving Loan Outstandings exceed the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentAggregate Revolving Commitments then in effect. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by Agent not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepaymentprepaid. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise notify each Bank Lender of any 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 Borrower, Borrower shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againLenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Commitments then Maximum Available Amount, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in effectan aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the Borrower shall, immediately and without notice or demand, pay L/C Obligations pursuant to this Section 2.04(b) unless after the amount of such excess to the Agent for the ratable benefit prepayment in full of the Banks as a prepayment of Loans the Loans. Immediately upon determining Total Outstandings exceed the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentMaximum Available Amount. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may prepay without premium or penalty and in whole or in part (butmay, 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 Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 11:00 a.m. (Chicago St. Louis time) on the date of prepayment, such prepayment to be made by at least three (3) New York Banking Days before the payment date of the principal amount to prepayment (which must be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loansa New York Banking Day), such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If the aggregate principal amount of outstanding Loans shall prepay all at any time for or any reason exceed portion from time to time of the Revolving Credit Commitments then in effect, unpaid principal balance of the Borrower shall, immediately and without notice or demand, pay the amount of such excess Loan prior to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any Maturity Date; provided that: (i) contemporaneously with each such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of pay all accrued and unpaid interest on the Loans portion of the Loan being prepaid to and including the date of prepayment; (ii) partial prepayments shall be subject applied to the installments of principal of the Loan in the inverse order of their stated maturities; (iii) partial prepayments shall be in an aggregate amount of at least $100,000 or any larger multiple of $50,000; and (iv) if Borrower is making a prepayment on any portion of a LIBOR Advance, Borrower shall pay Agent for the benefit of Lenders the funding losses and other amounts, if any, required under Section 2.10. Each such voluntary prepayment shall be applied to pay each Lender’s portion of the Loan in proportion to their respective Pro Rata Shares. Each notice of prepayment may, at Borrower’s option, be conditioned upon the closing of a replacement financing transaction or other corporate transaction. (b) Upon receipt of a notice of prepayment pursuant to Section 2.112.08(a), Agent shall promptly notify each Lender of the contents thereof and of such Lender's Pro Rata Share of such payment. To the extent such notice relates to a LIBOR Advance, it shall not thereafter be revocable by Borrower. (c) In addition to the regularly scheduled principal payments of the Loan under Section 2.01, any voluntary prepayments made by Borrower under Section 2.08(a) and any prepayments made by Borrower under Section 2.08(d), Borrower hereby covenants and agrees to pay to Agent for the benefit of Lenders: (i) within two (2) Business Days after the date, if any, on which an announcement is made by Borrower that the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ will not occur, an amount equal to the aggregate principal amount of the Advances made on the effective date of this Agreement, less the amount of any outstanding Indebtedness (including, without limitation, principal and interest) due U.S. Bank under the Original Loan Agreement immediately prior to the effective date of this Agreement, less any costs and expenses incurred in connection with the term loan facility evidenced by this Agreement through the date of such prepayment, less interest accrued on the Advances between the effective date of this Agreement and the date of such prepayment; (ii) within ten (10) days after receipt thereof, all of the net cash proceeds received by Borrower or any Subsidiary from any Capital Transaction (except from the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) to the extent the aggregate amount of such proceeds received by Borrower and all Subsidiaries on a combined basis during the term of the term loan facility evidenced by this Agreement exceeds the sum of $3,000,000; (iii) within ten (10) days after receipt thereof, all of the net cash proceeds received by Borrower or any Subsidiary from the issuance of any Subordinated Indebtedness subsequent to the date of this Agreement, excluding all proceeds of Indebtedness between Borrower and a Subsidiary or between two Subsidiaries; and (iv) within sixty (60) days after receipt thereof, all of the net cash proceeds received by Borrower or any Subsidiary from the sale or other disposition of any Property (other than proceeds used or committed to be used to acquire replacement Property), to the extent the aggregate amount of such proceeds received by Borrower and Subsidiaries on a combined basis during any fiscal year exceeds the sum of $1,000,000 (excluding the proceeds of the sale of any ▇▇▇▇▇▇▇▇ Advisory Agreements, all of which shall be delivered to Lender). All payments due pursuant to this Section 2.08(c) shall be applied to the remaining installments of principal of the Loan in the inverse order of their stated maturities until the Loan is paid in full, and Agent shall promptly remit to each Lender its ratable share of each such payment. All principal payments applied to the Loan pursuant to this Section 2.08(c) shall, unless otherwise directed by Borrower in writing at or prior to the time of such payment, be applied first to the Base Rate Advances and then to the LIBOR Advances (and among the LIBOR Advances being applied to the Interest Periods in the order of their respective expiration dates (i.e. earliest expiration date first). (d) In addition to the regularly scheduled principal payments due on the Loan under Section 2.01, any voluntary prepayments made by Borrower under Section 2.08(a) and any payments made by Borrower under Section 2.08(c), until the Loan has been paid in full, Borrower shall make a mandatory prepayment on the Loan in an amount equal to 25% of Consolidated Excess Cash Flow (if any) for each fiscal year, which prepayments shall be due and payable within ten (10) days after delivery to Agent of Borrower’s annual audited financial statements, but in no event later than 90 days after the end of each fiscal year (commencing with the fiscal year ending September 30, 2016). All payments due pursuant to this Section 2.08(d) shall be applied to the payment of the remaining installments of principal of the Loan in the inverse order of their stated maturities until the Loan is paid in full, and Agent shall promptly remit to each Lender its ratable share of each such payment. (e) All prepayments made pursuant to this Section 2.08 shall be applied, unless otherwise directed by Borrower in writing at or prior to the time of such payment, first to Base Rate Advances and then to the LIBOR Advances (and among the LIBOR Advances being applied to the Interest Periods in the order of their respective expiration dates (i.e. earliest expiration date first).

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent any date of prepayment of Eurodollar Rate Loans (or, in connection with the case termination of a Borrowing of Base Rate Loansthe Aggregate Commitments pursuant to Section 2.05, notice delivered such later date as may be agreed to by the Agent no later than 10:00 a.m. Administrative Agent) and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 to be made by and the payment Type(s) of the principal amount Loans to be prepaid and accrued interest thereon and, if Eurodollar Rate Loans are to the date fixed for prepayment. In the case of Eurocurrency Loansbe prepaid, such prepayment may only be made on the last day of the Interest Period then applicable to Period(s) of such Loans. The Administrative Agent will promptly advise notify each Bank Lender of any 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 it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of such required prepaymentthe Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Each Except with respect to (i) a Special Redetermination pursuant to Section 2.13(c) or (ii) a Borrowing Base adjustment pursuant to Section 2.13(d) or 2.13(e), in the event a Borrowing Base Deficiency exists after giving effect to any Redetermination, the Borrower shall, within ten (10) days following notice thereof from the Administrative Agent, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of the Loans in an amount equal to the entire amount of such Borrowing Base Deficiency within thirty (30) days after the date on 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 be accompanied by a payment in an amount equal to one-sixth (1/6th) of all accrued and unpaid interest the amount of such Borrowing Base Deficiency, 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 Credit Parties shall (A) dedicate a sufficient amount (as determined by the Administrative Agent in its sole discretion) of the monthly cash flow from the Credit 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 Credit Parties for consideration in connection with the redetermination of the Borrowing Base which Administrative Agent and Required Lenders deem sufficient in their 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 prepaid in full (as a result of outstanding L/C Obligations on such Election Date), on up to six Monthly Dates immediately following such Election Date, the Borrower shall also deposit cash with the Administrative Agent, to be held by the Administrative Agent to secure outstanding L/C Obligations 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 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 2.13(c), the Borrower shall be subject required to Section 2.11make 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).

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (ai) The Borrower principal amount of any Base Rate Advance may prepay be prepaid in full or ratably in part at any time without premium (except as provided in clause (a)(ii) of this Section) or penalty and without regard to the Payment Date for such Advance (in whole the case of any Base Rate Advance) upon written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent on the date of such prepayment; provided, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. LIBOR Advances may be prepaid in full or ratably in part at any time without premium (butexcept as provided in clause (a)(ii) of this Section) or penalty prior to the applicable Payment Date, upon three (3) Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; provided, however, that the Borrower shall reimburse the Lenders and the Administrative Agent, on the earlier of demand by the applicable Lender or the applicable Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9; provided further, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. Any partial prepayment hereunder shall be in part, then: (i) if such Borrowing is amounts of Base Rate Loans, in an amount not less than $1,000,000500,000 and in integral multiples of $250,000 (or, (ii) if such Borrowing is of Eurocurrency less, the remaining outstanding principal amount thereof). Initial Revolving Loans, Additional Revolving Loans, Other Revolving Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing Swingline Loans prepaid pursuant to this Section 2.4 hereof remains outstanding2.6(a) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to may be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date mayreborrowed, subject to the terms and conditions hereof. Any Term B-2 Loan, any Term C Loan, any Term D Loan, Incremental Term Loan or Other Term Loan, as applicable, prepaid pursuant to this Section 2.6(a) may not be reborrowed. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid accrued through the date of such prepayment. Repayments under this AgreementSection 2.6(a) shall be applied to the remaining scheduled principal installments of the applicable Term Loans as the Borrower shall direct. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be borrowed, repaid and borrowed againrevoked by the Borrower in the event such refinancing is not consummated; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 2.9. (bii) If In the event that, during the six month period following the Restatement Effective Date, the Borrower (A) makes any prepayment of the Term D Loan in connection with any Repricing Transaction (as defined below) or (B) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender with the Term D Loan, a fee in an amount equal to, (1) in the case of clause (A), a prepayment premium of 1.0% of the amount of the Term D Loan being prepaid and (2) in the case of clause (B), a payment equal to 1.0% of the aggregate principal amount of the applicable Term D Loan outstanding Loans immediately prior to such amendment. Such amounts shall at any time for any reason exceed be due and payable within three (3) Business Days of the Revolving Credit Commitments then in effect, date of the Borrower shall, immediately and without notice or demand, pay the amount effectiveness of such excess Repricing Transaction. For the purpose of this Section 2.6(a)(ii), “Repricing Transaction” shall mean (x) any prepayment or repayment of the Term D Loan with the proceeds of, or any conversion of the Term D Loan into, any new or replacement Indebtedness with an “effective yield” that is less than the “effective yield” applicable to the Agent for Term D Loan (in each case with such comparative “effective yields” to be determined in the ratable benefit reasonable judgment of the Banks as a prepayment Administrative Agent consistent with generally accepted financial practices taking into account, for example, upfront fees, interest rate margins, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, commitment, syndication, underwriting or other fees payable in connection therewith that are not shared with all lenders or holders of the Loans. Immediately upon determining Term D Loan or such new or replacement Indebtedness, as the need case may be) and (y) any amendment to make any such prepayment the Borrower shall notify pricing terms of the Agent of such required prepaymentTerm D Loan which reduces the “effective yield” (determined in accordance with clause (x) above) applicable to the Term D Loan. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (i) Borrower shall remit to Administrative Agent as a mandatory prepayment for application against the outstanding Principal Amount: (a) The Proceeds of a Casualty or Condemnation of the Property, to the extent required to be applied to the prepayment of the Loan under Section 6.2.2. (b) During any Cash Sweep Period, all sums required to be deposited in the Cash Sweep Reserve Account shall be applied as provided in Section 3.1.5. (ii) If prior to the Restricted Prepayment Date, the Obligations in respect of the principal balance of the Loan are accelerated by reason of an Event of Default, then Lenders shall be entitled to receive, in addition to the unpaid principal and accrued interest and other sums due under the Loan Documents, an amount equal to the Prepayment Premium applicable to such principal so accelerated or paid. (iii) Upon not less than five (5) Business Days’ prior written notice to Administrative Agent (which shall promptly provide telephonic notice of the receipt thereof to each of Lenders), Borrower may voluntarily prepay without premium or penalty and the principal amount outstanding under the Loan in whole or in part (but, if in part, thenwithout any release of collateral securing the Loan) subject to the following conditions: (iA) if any such Borrowing is prepayment of Base Rate Loans, in an amount not less than $1,000,000, (iiprincipal shall be accompanied by the payments required to be made under Section 2.3.3(iv) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, below; and (iiiB) voluntary prepayments shall be in an amount such that the minimum amount required for a Borrowing of $1,000,000 and integral multiples of $100,000 in excess thereof. Voluntary prepayments of principal pursuant to this Section 2.3.3(iii), shall not relieve Borrower from the obligation to make mandatory prepayments pursuant to Section 2.4 hereof remains outstanding2.3.3(i). (iv) any Borrowing Borrower acknowledges that (a) Lenders are making the Loan in consideration of Eurocurrency Loans upon three Business Days the receipt by Lenders of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of principal are made to Lenders prior notice to the Agent orRestricted Prepayment Date voluntarily or involuntarily as a result of the acceleration of the Loan after an Event of Default, Lenders will not receive all such interest and other benefits and may, in addition, incur costs. For these reasons, and to induce Lenders to make the case Loan, Borrower agrees that all payments made voluntarily or involuntarily (other than due to a casualty or condemnation and other than by application of a Borrowing of Base Rate Loans, notice delivered amounts on deposit in the Cash Sweep Reserve Account to the Agent no later than 10:00 a.m. outstanding Principal Amount) or after the acceleration of the principal amount of the Loan on or prior to the Restricted Prepayment Date will be accompanied by the Prepayment Premium. Such Prepayment Premium shall be required whether payment is made by Borrower, by a Person on behalf of Borrower, or by the purchaser at any foreclosure sale, and may be included in any bid by Lenders at such sale. Borrower further acknowledges that (Chicago timeA) it is a knowledgeable real estate developer and/or investor; (B) it fully understands the effect of the provisions of this Section 2.3.3(iv), as well as the other provisions of the Loan Documents; (C) the making of the Loan by Lenders at the interest rate provided and other terms set forth in the Loan Documents are sufficient consideration for Borrower’s obligation to pay a Prepayment Premium (if required); and (D) Lenders would not make the Loan on the date terms set forth herein without the inclusion of prepayment, such provisions. Borrower also acknowledges that the provisions of this Agreement limiting the right of prepayment to be made by and providing for the payment of the principal amount Prepayment Premium and other charges specified herein were independently negotiated and bargained for, and constitute a specific material part of the consideration given by Borrower to be prepaid and Lenders for the making of the Loan. (v) Borrower shall pay in connection with any prepayment hereunder, whether voluntary or mandatory, (a) all interest accrued interest thereon but unpaid on that portion of the Loan to the date fixed for prepayment. In the case of Eurocurrency Loans, which such prepayment may only be is applied (which interest, if such prepayment is made on a date other than a Payment Date, shall be deemed to have accrued on such portion of the last day Loan through the end of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any in which such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date mayoccurs), subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If with respect to voluntary or involuntary prepayments prior to the aggregate principal amount Restricted Prepayment Date (other than due to a casualty or condemnation and other than by application of amounts on deposit in the Cash Sweep Reserve Account to the outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effectPrincipal Amount), the Borrower shallPrepayment Premium, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such all amounts payable pursuant to Section 2.2.8 above, and (d) all costs and expenses of Administrative Agent and Lenders incurred in connection with the prepayment shall be accompanied by (including without limitation, any costs and expenses associated with a release of any Liens as well as reasonable attorneys’ fees and expenses), in each case concurrently with payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11any principal amounts.

Prepayments. Prepay, redeem, purchase, defease or otherwise satisfy prior to the stated maturity or other scheduled payment date of any Indebtedness, or make any other payment of any Indebtedness (except the Obligations) other than: (a) The Borrower may prepay without premium or penalty and in whole or in part (butwith respect to Indebtedness permitted to be incurred pursuant to Section 7.02, if in part, then: (i) if payments of regularly scheduled principal and interest thereon; (ii) mandatory prepayments of principal, premium and interest on such Borrowing is Indebtedness (provided that, subject to the Intercreditor Agreement, mandatory prepayments under the Takeback Loan Agreement shall only be made with Declined Proceeds); (iii) payments of Base Rate Loansfees, expenses and indemnification obligations thereon, in an amount not less each case, in accordance with the terms of such Indebtedness; and (iv) with respect to any Indebtedness owed from one Loan Party to another Loan Party, prepayments and repayments of such Indebtedness as well as any of the payments described in the foregoing subclauses of this clause (a); (b) other payments in respect of (i) Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets acquired and incurred pursuant to Section 7.02(i) and (ii) any Indebtedness incurred pursuant to Sections 7.02(a), 7.02(g), 7.02(m) and 7.02(n); (c) optional prepayments of any Indebtedness permitted to be incurred pursuant to Section 7.02; provided that, other than $1,000,000optional prepayments made with the proceeds of the issuance of Qualified Equity Interests of the Borrower, such optional prepayments shall be subject to (i) no Default or Event of Default existing or resulting therefrom, (ii) if the Consolidated Total Leverage Ratio, calculated on a pro forma basis with respect to such Borrowing is of Eurocurrency Loans in an amount any such prepayments, shall not less be greater than $1,000,000, the Specified Ratio and (iii) in an amount immediately before and immediately after giving effect to any such prepayment, pro forma Liquidity of no less than $25,000,000; provided that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstandingamounts described in this clause (c) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent orshall not, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment when combined with Restricted Payments permitted to be made under Section 7.06(e), exceed $15,000,000 in the aggregate in any fiscal year; and (i) the conversion or exchange of any Indebtedness into or for Qualified Equity Interests of the Borrower and (ii) any Refinancing explicitly permitted by the payment of Section 7.02; provided that such prepayments shall not include any optional prepayments that would reduce the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable relevant Refinanced Indebtedness prior to, during or with respect to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date mayRefinancing (which shall not prohibit, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If the aggregate principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit avoidance of the Banks as doubt, any Refinancing at a prepayment of the Loans. Immediately upon determining the need discount to make any such prepayment the Borrower shall notify the Agent of such required prepaymentpar). (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may at any time and from time to time prepay without premium or penalty and Loans, in whole or in part (but, if in part, then: without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 noon, New York City time (i) if such Borrowing is or in the case of Base Rate Loansan Alternative Currency, in an amount the Applicable Time), not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent orthereto, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, and no later than 12:00 noon, New York City time, on the date of such notice, in the case of ABR Loans, which notice shall specify the date and amount of prepayment may only and the Loans to be made prepaid; PROVIDED, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period then applicable thereto, the Borrower shall also pay any amounts owing pursuant to such LoansSection 2.12. The Agent will promptly advise each Bank Upon receipt of any such prepayment notice it receives from the BorrowerAdministrative Agent shall promptly notify each relevant Lender thereof. Any If any such notice is given, the amount paid specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Eurocurrency Loans shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000 (or prepaid before comparable amounts determined by the Termination Date mayAdministrative Agent in the case of Alternative Currency), subject to the terms and conditions partial prepayments of this Agreement, ABR Loans shall be borrowed, repaid in an aggregate amount that is an integral multiple of $1,000,000 and borrowed againnot less than $5,000,000. Optional prepayments of Term Loans may not be reborrowed. (b) If on the last day of any fiscal quarter of the Borrower for any reason the sum of the Dollar Amount of Total Multicurrency Delayed Draw Term Loans exceeds the Total Multicurrency Delayed Draw Term Commitments (or, if the Multicurrency Delayed Draw Term Commitments have terminated, the Total Multicurrency Delayed Draw Term Commitments in effect immediately prior to such termination) by more than 5%, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Dollar Delayed Draw Loans or Multicurrency Delayed Draw Term Loans, as applicable, in an aggregate principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay least equal to the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is notice must be received by the Administrative Agent not later than 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 Loans, in an amount not less than $1,000,000, ; (ii) if such Borrowing is any prepayment of Eurocurrency Eurodollar Loans shall be in an a principal amount not less than of $1,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof, and (iii) any prepayment of Base Rate Loans shall be in an 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 that notice shall specify the minimum date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’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 thereon, together with any additional amounts required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice 3.05. Each such prepayment shall be applied to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment Loans of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againLenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shall, shall immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the prepay Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 12:00 noon; (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender'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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepayment, prepayment of Base Rate Loans or Federal Funds Rate Loans; and (ii) any prepayment of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender'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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason (i) the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans in an aggregate amount equal to such excess; and (ii) the Outstanding Amount of Federal Funds Rate Loans at any time exceeds $40,000,000, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of immediately prepay Federal Funds Rate Loans in an aggregate amount equal to such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower No portion of the LIBOR Based Rate Loans may prepay without premium or penalty be prepaid at any time unless Borrowers first satisfy in full all obligations under Section 2.12 below arising from such prepayment. (b) Term Loan Based Rate Loans may be prepaid at any time and from time to time, upon one (1) Business Days' notice to Agent, in whole or in part (but, if in part, then: without premium or penalty. (i) if Borrowers shall, on the date of the receipt of Cash Proceeds from any Offering, prepay Term Loan A in an amount equal to the Net Proceeds thereof. (ii) Borrowers shall, on the date of the receipt of any Net Proceeds in excess of One Million Dollars ($1,000,000.00) in the aggregate in any fiscal year from any Asset Sale, or series of Asset Sales (except for an Asset Sale with respect to the Hagerstown Facility), prepay Term Loan A in an amount equal to such Borrowing is excess. Any such Net Proceeds received after Term Loan A has been paid in full shall then be used to prepay Term Loan B. (iii) Borrowers shall, on the date of Base Rate Loansthe receipt of Cash Proceeds from an Asset Sale of the Hagerstown Facility (or any portion thereof), prepay Term Loan B in an amount equal to the Net Proceeds thereof. (A) Borrowers shall prepay Term Loan A, on an annual basis, in an amount not less than $1,000,000, equal to seventy five (ii75%) if such Borrowing is percent of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that Borrowers' Net Free Cash Flow for the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing immediately preceding fiscal year calculated as of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of such preceding fiscal year; provided that, effective with the Interest Period then applicable fiscal year beginning on the earlier of (1) January 1, 1999 or (2) the year in which the principal balance of Term Loan A has been reduced to Four Million Dollars ($4,000,000.00), such Loans. The Agent will promptly advise each Bank annual prepayment shall be reduced to fifty percent (50%) of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again's Net Free Cash Flow. (bB) Prepayments under this Section 2.10(c)(iv) shall be due in the fiscal year immediately succeeding the year for which the calculation of Net Free Cash Flow is based as follows: (1) If the aggregate principal amount of outstanding Loans the prepayment is less than or equal to One Million Five Hundred Thousand Dollars ($1,500,000.00) then the prepayment shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay be paid on April 1. (2) If the amount of such excess the prepayment is greater than One Million Five Hundred Thousand Dollars ($1,500,000.00) but less than or equal to the Agent for the ratable benefit Three Million Dollars ($3,000,000.00), then One Million Five Hundred Thousand Dollars ($1,500,000.00) of the Banks as a prepayment of shall be paid on April 1 and the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentbalance on August 1. (c3) Each such If the amount of the prepayment is greater than Three Million dollars ($3,000,000.00), then fifty percent (50%) of the prepayment shall be accompanied by a payment paid on April 1 and the balance on August 1. (d) All prepayments of all accrued and unpaid interest every kind on account of either of the Term Loans prepaid and shall be subject applied to Section 2.11the principal balance thereof in the inverse order of maturity. (e) Subject to Sections 2.10(c) and (d), all prepayments on account of either of the Term Loans shall be applied as directed by Borrowers but, if no direction is given, first to the principal balance of Base Rate Loans and then to the principal balance of LIBOR Based Rate Loans in inverse order of maturity.

Prepayments. (a) The Borrower Borrowers may, at their option, prepay all, or any portion, of the outstanding principal amount of the Loans in its entirety on the last Business Day of any calendar month; provided, however, that Administrative Agent may prepay without premium or penalty and in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loansagree, in an amount not less than $1,000,000its discretion, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, permit such prepayment to occur on another Business Day. Borrowers shall give Administrative Agent prior written notice of at least 90 days before such prepayment, and such notice shall be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepaymentirrevocable. In the case event that Borrowers elect to so prepay the Loans, or any portion thereof, or in the event that the Loans are accelerated upon or after the occurrence of Eurocurrency Loansan Event of Default, such prepayment may only be made on the last day by paying all, or a portion, of the Interest Period then outstanding principal amount of the Loans, together with all interest accrued at such Payment Date and the applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the BorrowerMake-Whole Amount. Any prepayment of less than all of the outstanding principal amount paid of the Loans shall be in a minimum amount of $1,000,000 or prepaid before the Termination Date may, subject to the terms and conditions in any multiple integral of this Agreement, be borrowed, repaid and borrowed again$1,000,000 in excess thereof. (b) If Borrowers shall prepay the aggregate principal Obligations (i) concurrently with receipt of, and in an amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effectequal to 100.00% of, the (A) Net Cash Proceeds received by any Borrower shallin connection with any Asset Disposition other than any Permitted Asset Disposition, immediately (B) Net Cash Proceeds received by any Borrower in connection with any Casualty Event, (C) Net Cash Proceeds received by any Borrower in connection with the incurrence of any Indebtedness described in subsections (a) and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit (b) of the Banks as a prepayment definition thereof (other than the Obligations and Permitted Indebtedness), provided Borrowers shall provide prior written notice to Administrative Agent of the Loans. Immediately upon determining the need to make any such prepayment the Borrower incurrence and Administrative Agent shall notify the Agent of such Borrowers within 10 days thereof whether a mandatory prepayment is required prepayment. under this clause (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.C), and

Prepayments. (a) The Borrower may may, upon notice to Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by Agent not less later than $1,000,000, 1:00 p.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of at least $1,000,000 or a whole multiple of $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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepaymentprepaid. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise notify each Bank Lender of any 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 Borrower, Borrower shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againLenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Outstanding Amount at any time for any reason exceed exceeds the Revolving Credit Aggregate Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify immediately prepay Loans in an aggregate amount equal to such excess. If for any reason the Agent of Outstanding Amount at any time exceeds the Borrowing Base (an “Over Advance”) then in effect, Borrower shall either: (i) immediately prepay Loans in an aggregate amount equal to such required prepaymentOver Advance or (ii) cure such Over Advance by pledging additional Collateral in accordance with Section 6.15(b) within five Business Days. (c) Each Upon the occurrence of a Change of Control, Borrower shall, on the date of occurrence of such prepayment Change of Control, immediately repay all Loans, together with all accrued but unpaid interest thereon, and all other obligations of the Borrower hereunder, in full, and all Commitments shall be accompanied by a payment of all accrued and unpaid interest terminated in their entirety on the Loans prepaid and shall be subject to Section 2.11date of occurrence of such Change of Control.

Prepayments. (a) The In addition to the required payments of principal of the Term Loans as set forth in Section 2.08 and any mandatory prepayments of principal of the Term Loans effected under subsection (b) below, Borrower may may, upon irrevocable notice to the Administrative Agent, voluntarily prepay without premium or penalty the Term Loans and the Revolving Loans in whole or in part (butfrom time to time on any Business Day, if in part, then: without penalty or premium; provided that (i) if such Borrowing is notice must be received by the Administrative Agent not later than 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 Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is any prepayment of Eurocurrency Eurodollar Rate Loans shall be in an a principal amount not less than of $1,000,000500,000 or a whole multiple of $100,000 in excess thereof (or in the entire remaining principal balance of the Loans, as applicable), and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or in the entire remaining principal balance of the Loans). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Segment to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and such Lender’s Applicable Percentage of 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 thereon, together with any additional amounts required pursuant to Section 3.05. (b) In addition to the required payments of principal of the Loans set forth in Section 2.08 and any optional payments of principal of the Loans effected under subsection (a) above, Borrower shall make the following required prepayments of the Loans, each such payment to be made to the Administrative Agent for the benefit of the Lenders within the time period specified below: (1) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each sale or transfer of any property or assets of Borrower or any of its Subsidiaries; provided that, notwithstanding the foregoing, up to $1,000,000 in the aggregate of Net Cash Proceeds from any such that asset dispositions received in any Fiscal Year by the minimum Loan Parties shall not be required to be applied to the prepayment of the Term Loans on such date to the extent such proceeds are to be reinvested in or otherwise used to replace the property sold; provided further that, if the applicable Loan Party has not completed or entered into a binding agreement to complete such reinvestment or replacement within one hundred eighty (180) days after receipt of such proceeds, the Administrative Agent may apply such proceeds to the Term Loans in accordance with this Section 2.06(b); (2) a prepayment in an amount equal to fifty percent (50%) of the Net Cash Proceeds of each sale or issuance of any Equity Interests by Borrower or any of its Subsidiaries unless issued to Borrower or one of its Subsidiaries; (3) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of any Extraordinary Receipts; provided that, notwithstanding the foregoing, the Net Cash Proceeds from any casualty event or condemnation proceeding shall not be required to be used as a prepayment on such date to the extent such proceeds will be used to replace, restore, repair or rebuild property; provided that, if such Loan Party has not completed or entered into a binding agreement to complete such replacement, restoration, repair or rebuilding within one hundred eighty (180) days after receipt of such Extraordinary Receipts, the Administrative Agent may apply such Extraordinary Receipts to the Obligations in accordance with this Section 2.06(b); and (4) a prepayment in an amount equal to one hundred percent (100%) of any Indebtedness of Borrower incurred after the Closing Date, except for a Borrowing pursuant to any Indebtedness permitted under Section 2.4 hereof remains outstanding7.03. Each prepayment will be made within ten (10) any Borrowing of Eurocurrency Loans upon three Business Days prior notice of the receipt of such proceeds. (c) All prepayments under this Section 2.06 shall be applied by the Administrative Agent in the following order (except as otherwise provided in Section 2.06(a)): First, (i) with respect to such prepayments other than voluntary prepayments of the Revolving Loans, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, on a pro rata basis as to the Agent orremaining scheduled payments of the Term Loans (including the payment due on the Term Loan Maturity Date), ratably among the Term Lenders in proportion to the respective amounts described in this clause First held by them, and (ii) with respect to voluntary prepayments of Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause First held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments); Second, to payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause Second held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments except in the case of a Borrowing payment made pursuant to Sections 2.06(b)(1) and (b)(3)); Third, to payment of Base Rate Loansthat portion of the Obligations constituting liabilities, including any termination payments due and payable, under any Related Swap Contract with any Lender or any Affiliate of a Lender party to a Related Swap Contract and as to which the Administrative Agent has received notice delivered of the amounts owed thereunder from the applicable Lender or any Affiliate of a Lender party to a Related Swap Contract, ratably among such Lenders or such Affiliates in proportion to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepaymentrespective amounts described in this clause Third held by them; and Last, such prepayment to be made by the payment of any other amounts constituting Obligations, ratably among the principal amount to be prepaid Administrative Agent, the Lenders and accrued interest thereon their Affiliates in proportion to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of respective amounts described in this Agreement, be borrowed, repaid and borrowed againclause held by them. (bd) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall, immediately and without notice or demand, pay shall not be required to Cash Collateralize the amount of such excess L/C Obligations pursuant to this Section 2.06(d) unless after the Agent for the ratable benefit prepayment in full of the Banks as a prepayment of Revolving Loans the Loans. Immediately upon determining Total Revolving Loan Outstandings exceed the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentAggregate Revolving Commitments then in effect. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may Borrowers shall be entitled to prepay without premium or penalty and Prime Rate Advances in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loansat any time, in an amount not less than $1,000,000without premium or penalty, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago timeEastern Time) on at least one Business Day prior to the proposed date of the prepayment, such prepayment each notice stating the proposed date, Advances to be made by the payment prepaid, and aggregate principal amount of the principal amount to be prepaid and accrued interest thereon to prepayment in the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day form of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank Notice of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againPrepayment attached hereto as Exhibit "D". (b) If The Borrowers shall be entitled to pay LIBOR Rate Advances only on the last days of the applicable Interest Periods, without premium or penalty, upon notice to the Agent no later than 10:00 a.m. (Eastern Time) at least three (3) Business Days prior to the proposed date of the prepayment, each notice stating the proposed date, Advances to be paid, and aggregate principal amount of the payment in the form of the Notice of Prepayment attached hereto as Exhibit "D". (c) Any prepayment of Prime Rate Advances shall be in the aggregate principal amount of outstanding Loans $100,000.00 or an integral multiple thereof, and any payment of LIBOR Rate Advances shall at any time for any reason exceed be in the full amount of the LIBOR Rate Advances so paid. (d) On or prior to the Revolving Credit Commitments Maturity Date, any prepayment of any Advances (whether optional or required, but not including any payment after default or acceleration) shall be applied first to principal and then to interest and lawful charges, unless otherwise specified by the Borrowers. In the event of a prepayment after default or acceleration, any prepayment of any Advances shall be applied as provided in effect, the Borrower Section 2.13(i) hereof. The Borrowers shall, immediately and without notice or demandat the time of making prepayments of Advances, pay the amount of such excess specify to the Agent for (which shall so notify the ratable benefit Banks) of the Banks as a prepayment of the Loans. Immediately upon determining the need Advances to make any such prepayment the Borrower shall notify the Agent of such required prepaymentbe prepaid. (ce) Each such prepayment shall Notwithstanding the provisions of Subsection 2.15(b) hereof, Bid Rate Loans may not be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11prepaid.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any 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 it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of such required prepaymentthe Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Each such prepayment Any Extraordinary Receipts shall be accompanied by immediately applied as a payment mandatory prepayment on the Loans; provided, however, that prepayments under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Extraordinary Receipts exceeds $5,000,000. (d) The aggregate amount of all accrued and unpaid interest on prepayments under Section 2.05(c) in excess of $20,000,000 shall reduce the Loans prepaid and shall be subject to Section 2.11Aggregate Commitments by the amount of such excess.

Prepayments. (a) The Borrower may prepay without premium or penalty and in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,0001,000,000 and integral multiples of $500,000 in excess thereof, (ii) if such Borrowing is of Eurocurrency Loans LIBOR Loans, in an amount not less than $1,000,000, 2,000,000 and integral multiples of $1,000,000 in excess thereof and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency LIBOR Loans upon three Business Days Days’ prior notice to the Administrative Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Administrative Agent no later than 10:00 11:00 a.m. (Chicago Eastern time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency LIBOR Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment may only shall be made on the last day of the Interest Period then applicable to paid contemporaneously with such Loansprepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If At any time that the Borrower becomes aware, or should have become aware (pursuant to Borrower’s ordinary business practices) that the aggregate principal amount of outstanding Loans and L/C Obligations shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and notify the Administrative Agent of this determination. Within two (2) Business Days of the delivery of the notice described in the preceding sentence, the Borrower shall, without further notice or demand, pay the amount of such excess to the Administrative Agent for the ratable benefit of the Banks as a prepayment of the LoansLoans and, if necessary, a cash collateralization of the Letters of Credit. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The applicable Borrower may at any time and from time to time voluntarily prepay without premium or penalty and in whole or in part (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 Eurocurrency Committed Loans in a Minimum Amount after delivering an amount irrevocable Requisite Notice not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed Requisite Time for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepayments. The Administrative Agent will promptly advise notify each Bank Lender thereof and of any such Lender's Pro Rata Share of such prepayment. Each prepayment notice it receives from by a Borrower must be made ratably to all outstanding Committed Loans of such Borrower borrowed on the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againsame day. (b) If for any reason either (i) the sum of (A) the aggregate LC Exposure of all Lenders, (B) the aggregate principal amount of outstanding all Dollar Loans shall 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 for any reason exceed or (ii) the Revolving Credit Commitments then in effect, Equivalent Amount of the Borrower shall, immediately and without notice or demand, pay the aggregate principal amount of such excess to all Foreign Currency Loans made by the Agent for Lenders exceeds the ratable benefit Foreign Currency Limit, then upon written request of the Banks as a prepayment of Administrative Agent the Loans. Immediately upon determining the need Company shall immediately prepay or cause one or more Foreign Borrowers to make any immediately prepay Committed Loans sufficient to cure such prepayment the Borrower shall notify the Agent of such required prepaymentoverage. (c) Each such Any prepayment of an IBOR Loan shall be accompanied by a payment of all accrued interest thereon, together with the costs set forth in Section 3.05. (d) Competitive Loans may not be prepaid unless (i) expressly so provided in the Competitive Bid Request and unpaid interest on Competitive Bid for such Competitive Loan or (ii) otherwise agreed by the Loans prepaid Company and the Lender making such Competitive Loan after notice to the Administrative Agent. (e) The Company may from time to time elect to prepay pursuant to the Guaranty all or part of any Foreign Currency Loan of a Foreign Borrower and such prepayment by the Company shall be made in the manner and subject to Section 2.11the terms that a prepayment would be made by the Foreign Borrower under this Agreement.

Prepayments. (a) The Optional. (i) Subject to Section 2.05(a)(ii), the Borrower may may, upon notice in the form of a Prepayment Notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and the Loans in whole or in part part; provided that (butA) such notice must be received by the Administrative Agent not later than 12:00 p.m. (1) three days prior to any date of prepayment of Loans (or such lesser period of time as may be agreed to by the Administrative Agent) and (2) any prepayment of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if in partless, then: (i) if the entire principal amount thereof then outstanding. Each such Borrowing is notice shall specify the date and amount of Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is prepayment. The Administrative Agent will promptly notify each Lender of Eurocurrency Loans in an amount not less than $1,000,000its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (iii) based on such Lender’s Applicable Percentage in an respect of the Loans). 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 the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered any voluntary prepayment to the Agent no later than 10:00 a.m. (Chicago time) be made on the date of prepaymentconsummation of the Private Brands Transaction, such Prepayment Notice may specify that such prepayment to be made by is conditioned on the payment consummation of the principal amount Private Brands Transaction. Except as provided in the immediately preceding sentence, notices of prepayment may not be conditional. All payments made pursuant to this Section 2.05(a) shall be prepaid and accrued interest thereon applied on a pro rata basis to each Lender holding Loans being prepaid. (ii) Any prepayment pursuant to this Section 2.05(a) that is made prior to the date fixed for prepayment. In the case of Eurocurrency Loansa Demand Failure Event has occurred or after September 24, such prepayment may only 2023, shall be made at par, plus all accrued interest on the last day of the Interest Period then applicable amount prepaid, together with any additional amounts if required pursuant to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the BorrowerSection 3.05. Any prepayment pursuant to this Section 2.05(a) that is made after the date a Demand Failure Event has occurred (regardless of whether such Demand Failure Event is continuing) and prior to September 24, 2023, shall be made at par, plus all accrued interest on the amount paid or prepaid before prepaid, together with any additional amounts if required pursuant to Section 3.05, plus the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againApplicable Premium. (biii) If Interest will cease to accrue on the aggregate principal amount of outstanding Loans shall at any time for any reason exceed repaid on the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentapplicable repayment date. (civ) Each such Notwithstanding anything to the contrary, no prepayment shall be accompanied by a payment premium will apply to any exchange of all accrued and unpaid interest on the Loans prepaid and shall be subject for Exchange Notes pursuant to Section 2.11Article 10.

Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay without premium or penalty and any Borrowing selected by the Borrower in whole or in part (but, if in part, then: subject to prior notice in accordance with the terms set forth in this paragraph (a). Each prepayment of Loans comprising the designated Borrowing being prepaid pursuant to this paragraph (a) shall be applied to the outstanding principal installments of such Loans as directed by the Borrower. The Borrower shall notify the Agent by telephone (confirmed in writing) of any prepayment hereunder (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing prepayment of Base Rate Loansan ABR Borrowing, notice delivered to the Agent no not later than 10:00 a.m. 12:00 noon (Chicago Charlotte, North Carolina time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In (ii) in the case of Eurocurrency Loansa prepayment of a Eurodollar Loan, not later than 12:00 noon (Charlotte, North Carolina time) three Business Days before the date of prepayment. Each such notice shall specify the prepayment may only date and the aggregate principal amount of each Borrowing or a portion thereof to be made on the last day of the Interest Period then applicable to such Loansrepaid. The Agent will promptly advise each Bank Promptly following receipt of any such notice, the Agent shall advise the Banks of the contents thereof. Each partial prepayment notice it receives from of any Borrowing shall be in an amount that would be permitted in the Borrower. Any amount paid or prepaid before case of an advance of a Borrowing of the Termination Date may, subject to the terms same Type and conditions of this Agreement, be borrowed, repaid and borrowed againClass as provided in Section 2.02(a)(i). (b) If Each prepayment of Eurodollar Loans shall be accompanied by a prepayment of accrued interest to the aggregate date of such prepayment on the principal amount prepaid. In the event of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effectprepayment of a Eurodollar Loan, the Borrower shallshall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.11. Unless otherwise specified by the Borrower, immediately all mandatory prepayments of the Loans shall first be applied to ABR Borrowings, and without notice or demand, pay the amount of second to such excess to Eurodollar Borrowings as the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentmay select. (c) Each such prepayment of the Loans pursuant to this Section 2.07 shall be accompanied by applied on a payment of all accrued and unpaid interest on pro rata basis among the Banks holding the Loans prepaid and shall be subject to Section 2.11of the relevant Class being prepaid.

Prepayments. (a) The Borrower may prepay from time to time prepay, without premium penalty or penalty and in whole or in part (butpremium, if in partall outstanding ABR Advances, then: (i) if such Borrowing is of Base Rate Loansor, in an a minimum aggregate amount not less than of $1,000,0001,000,000 or any integral multiple of $1,000,000 in excess thereof, (ii) if such Borrowing is any portion of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans outstanding ABR Advances upon three one Business Days Day’s prior notice to the Agent orAdministrative Agent. The Borrower may from time to time pay, in the case of a Borrowing of Base Rate Loans, upon two Business Days’ prior notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date mayAdministrative Agent, subject to the terms payment of any funding indemnification amounts required by Section 3.6 but without penalty or premium, (i) all of a Term SOFR Advance, or (ii) in a minimum aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (and conditions provided such payment would not reduce the outstanding principal amount of this Agreement, be borrowed, repaid and borrowed againsuch Term SOFR Advance to less than $5,000,000) any portion of a Term SOFR Advance. (b) If If, on any date, Borrowing Base Debt exceeds the Borrowing Base, the Borrower shall, no later than one Business Day after such date (unless, for the avoidance of doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Borrowing Base on such Business Day), prepay Loans and/or Cash Collateralize Letter of Credit Obligations in accordance with this Section 2.6(b) such that (i) Borrowing Base Debt is equal to or less than the Borrowing Base or (ii) all Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be applied in connection with prepayments made pursuant to this Section 2.6 shall be applied, first, to the prepayment of Loans, and second, if the aggregate principal amount of Loans then outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay is less than the amount of such excess to prepayments because Letter of Credit Obligations constitute a portion thereof, the Administrative Agent shall deposit the balance of such prepayments in a cash collateral account established with the Administrative Agent for the ratable benefit of the Banks as a Lenders on terms and conditions reasonably satisfactory to the Administrative Agent to Cash Collateralize Letter of Credit Obligations. The application of any prepayment of the Loans. Immediately upon determining the need Loans pursuant to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (cthis Section 2.6(b) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the made, first, to ABR Loans prepaid and shall be subject and, second, to Section 2.11Term SOFR Loans.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any 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 it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of such required prepaymentthe Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Each such prepayment Any Net Cash Proceeds that are Excess Sale Proceeds shall be accompanied by immediately applied as a payment mandatory prepayment on the Loans. (d) Any Extraordinary Receipts shall be immediately applied as a mandatory prepayment on the Loans; provided, however, that prepayments under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Extraordinary Receipts exceeds $5,000,000. (e) The aggregate amount of all accrued prepayments under Section 2.04(c) and unpaid interest on (d) in excess of $20,000,000 shall reduce the Loans prepaid and shall be subject to Section 2.11Aggregate Commitments by the amount of such excess.

Prepayments. (a) The Borrower may may, upon irrevocable notice to the Lender, at any time or from time to time voluntarily prepay without premium or penalty and Committed Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is notice must be received by the Lender not later than 11:00 a.m. (A) two (2) Business Days prior to any date of prepayment of Eurodollar RateTerm SOFR Loans and (B) on the date of prepayment of Base Rate Loans, in an amount not less than $1,000,000, ; (ii) if such Borrowing is any prepayment of Eurocurrency Eurodollar RateTerm SOFR Loans shall be in an a principal amount not less than of $1,000,000, 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in an a principal amount such that the minimum amount required for of $500,000 or a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing whole multiple of Eurocurrency Loans upon three Business Days prior notice to the Agent $100,000 in excess thereof or, in the case of a Borrowing either (ii) or (iii) above, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of Base Rate such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar RateTerm SOFR Loans, the Interest Period(s) of such Loans. If such notice delivered to is given by the Agent no later than 10:00 a.m. (Chicago time) 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 prepayment, such prepayment to a Eurodollar RateTerm SOFR Loan shall be made accompanied by the payment of the principal amount to be prepaid and all accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable amount prepaid, together with any additional amounts required pursuant to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againSection 3.05. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Commitments Loan Cap as then in effect, the Borrower shallshall immediately prepay the Loans and L/C Borrowings and Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.04(b) unless after the prepayment in full of such required prepaymentthe Loans the Total Outstandings exceed the Loan Cap as then in effect. (c) Each such prepayment The Borrower shall prepay the Loans (including L/C Borrowings) and, after the occurrence and during the continuance of an Event of Default or to the extent required by the provisions of Section 2.05(c), Cash Collateralize the L/C Obligations to the extent required pursuant to the provisions of Section 6.12 hereof. (d) [Reserved]. (e) Prepayments made pursuant to Section 2.04(b), (c) and (d) above, first, shall be accompanied by a payment applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Committed Loans, third, after the occurrence and during the continuance of an Event of Default, 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 accrued L/C Borrowings and unpaid interest on Committed Loans outstanding at such time and the Loans prepaid and Cash Collateralization of the remaining L/C Obligations (to the extent required hereunder) in full shall be subject deposited by the Lender in a deposit account of the Borrower and may be utilized by the Borrower in the ordinary course of its business to Section 2.11the extent otherwise permitted hereunder. 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 Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lender, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations, as and to the extent such other Obligations shall then be due and payable.

Prepayments. (a) The Borrower may may, upon notice to Agent, at any time or from time to time voluntarily prepay without premium or penalty and Committed Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $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 made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepaymentprepaid. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise notify each Bank Lender of any 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 Borrower, Borrower shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Committed Loans of this Agreement, be borrowed, repaid and borrowed againLenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of immediately prepay Loans in an aggregate amount equal to such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The From time to time the Borrower may voluntarily prepay without premium or penalty and the Loans, in whole or in part (but, if in part, then: subject to the provisions of Section 2.17 but otherwise without premium or penalty, upon at least three (i3) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior Days' irrevocable notice to the Agent orAgent, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) Eurodollar Loans and otherwise by 12:00 noon on the date of payment, specifying the date and amount of prepayment. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $100,000 or a whole multiple in excess thereof or, if less, the then outstanding principal amount of the Revolving Loans. Partial prepayments of Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $50,000 in excess thereof or, if less, the outstanding principal amount of the Loan being prepaid. All prepayments shall be allocated to the Lenders based on their respective Total Percentages (as such term is used in the definition of "Percentage"). The Borrower shall further instruct the Lenders whether to apply such prepayment to be made Revolving Loans or Term Loans or both; provided such instructions shall require the same pro rata allocation by each Lender among the payment of the principal amount to be prepaid Revolving Loans and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againTerm Loans held by them. (b) If any notice of prepayment is given, the aggregate amount specified in such notice shall be due and payable on the date specified therein. Prepayments of the Loans shall be accompanied by payment or accrued interest to the payment date on the principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentprepaid. (c) Partial prepayments of the Term Loans shall be applied to the installments of principal under the Term Loans in the inverse order of their respective scheduled maturities. (d) Amounts prepaid on account of the Term Loans may not be reborrowed. (e) [Intentionally omitted]. (f) In the event that (i) any Person constituting the Borrower or any Subsidiary of any Person constituting the Borrower (other than SSG) shall effect a Transfer of any Capital Stock issued by ERC US or SSG owned by such Person constituting the Borrower or any such Subsidiary or (ii) ERC US shall issue any additional Capital Stock or effect a Transfer of any of its Capital Stock held as treasury shares or otherwise (other than (1) in satisfaction of the exercise of stock options held by any employee or director of ERC US pursuant to ERC US' stock option plan, (2) the issuance of warrants (and Capital Stock in satisfaction thereof) to brokerage houses in connection with the marketing of the Capital Stock of ERC US, (3) the issuance of Capital Stock of ERC US pursuant to exchange offers in connection with investments in other Persons permitted by the terms hereof and (4) or (iii) any Person constituting the Borrower or any Subsidiary of any Person constituting the Borrower (other than SSG) shall effect a Transfer of any assets (other than Transfers of inventory in the ordinary course of business and Transfers of equipment which is or to be replaced in the ordinary course within three (3) months from the date of Transfer); in each case described in the preceding clauses (i), (ii) and (iii) for a price in excess of $500,000 in the aggregate in any fiscal year (whether such Transfers are made in one or more transactions); the Borrower shall, simultaneously with the consummation of any such Transfers, prepay the Term Loans in an amount equal to the net proceeds of such Transfer(s) (including the first $500,000 thereof but after deducting reasonable attorneys' fees and other customary costs of Transfer). Each such prepayment shall be accompanied by a payment applied to required payments of the principal of the Term Loan pursuant to Section 2.6(b) in the inverse order of maturity until the Term Loan is paid in full. Principal amounts repaid pursuant to this Section 2.9(f) may not reborrowed. No Transfer referred to in this Section 2.9(f) shall be effected except on arms length business terms. (g) The Agent shall disburse all accrued and unpaid interest on prepayments of the Loans prepaid and shall be subject to Section 2.11the Lenders on a pro rata basis.

Prepayments. (a) The Borrower may Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Committed Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000; and (iii) any prepayment of 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 Committed Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Committed Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed exceeds the Revolving Credit lesser of the Aggregate Commitments or the Borrowing Base then in effect, the Borrower shall, Borrowers shall immediately and without notice or demand, pay the prepay Loans in an aggregate amount of equal to such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any 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 it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of such required prepaymentthe Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Each Except with respect to (i) a Special Redetermination pursuant to Section 2.13(c), or (ii) a Borrowing Base adjustment pursuant to Section 2.13(d) or 2.13(e), in the event a Borrowing Base Deficiency exists after giving effect to any Redetermination, the Borrower shall, within ten (10) days following notice thereof from Administrative Agent, provide written notice (the "Election Notice") to Administrative Agent stating the action which the Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment shall be accompanied by a payment of all accrued and unpaid interest principal on the Loans prepaid and in an amount equal to the entire amount of such Borrowing Base Deficiency within thirty (30) days of such election, (2) eliminate such Borrowing Base Deficiency by making six (6) consecutive mandatory prepayments of principal on the Loans each of which shall be subject in the amount of one sixth (1/6th) of the amount of such Borrowing Base Deficiency commencing on the first Monthly Date following the date on which such Borrowing Base Deficiency is determined to exist and continuing on each Monthly Date thereafter, and in connection therewith, the Credit Parties shall (A) dedicate a sufficient amount (as determined by Administrative Agent in its sole discretion) of the monthly cash flow from the Credit 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 Administrative Agent which it may, in its discretion, require with respect thereto, or (3) within thirty (30) days following the delivery of such Election Notice submit additional oil and gas properties owned by the Credit Parties for consideration in connection with the redetermination of the Borrowing Base which Administrative Agent and Required Lenders deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency. If a Borrowing Base Deficiency cannot be eliminated pursuant to this Section 2.04(c) by prepayment of the Loans in full (as a result of outstanding L/C Obligations), on each Monthly Date, the Borrower shall also deposit cash with Administrative Agent, to be held by Administrative Agent to secure outstanding L/C Obligations in the manner contemplated by Section 2.03, in an amount at least equal to one sixth (1/6th) of the balance of such Borrowing Base Deficiency (i.e., one-sixth of the difference between the Borrowing Base Deficiency and the remaining outstanding principal under the Loans on the date such Borrowing Base Deficiency is first determined to occur). 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 2.112.13(c), the Borrower shall be required to 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) Immediately upon the consummation by any Credit Party of any Asset Disposition, the Borrower shall make a mandatory prepayment on the Loans in an amount, if any, required to eliminate any Borrowing Base Deficiency. Notwithstanding the foregoing, in the event a Default or Event of Default is in existence on the date of the consummation of any Asset Disposition, all Net Cash Proceeds from any such Asset Disposition shall be applied as a mandatory prepayment on the Loans. (e) Immediately upon the incurrence by any Credit Party of any Debt described in clause (c) of the definition of Permitted Subordinate Debt, the Borrower shall make a mandatory prepayment on the Loans in an amount, if any, required to eliminate any Borrowing Base Deficiency. Notwithstanding the foregoing, in the event a Default or Event of Default is in existence on the date of the incurrence of any Permitted Subordinate Debt, all proceeds from any such Permitted Subordinate Debt shall be applied as a mandatory prepayment on the Loans.

Prepayments. (a) The From time to time the Borrower may voluntarily prepay without premium or penalty and the Loans, in whole or in part (but, if in part, then: subject to the provisions of Section 2.17 but otherwise without premium or penalty, upon at least three (i3) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior Days' irrevocable notice to the Agent orAgent, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) Eurodollar Loans and otherwise by 12:00 noon on the date of payment, specifying the date and amount of prepayment. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $100,000 or a whole multiple in excess thereof or, if less, the then outstanding principal amount of the Revolving Loans. Partial prepayments of Term Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $50,000 in excess thereof or, if less, the outstanding principal amount of the Loan being prepaid. All prepayments shall be allocated to the Lenders based on their respective Total Percentages (as such term is used in the definition of "Percentage"). The Borrower shall further instruct the Lenders whether to apply such prepayment to be made Revolving Loans or Term Loans or both; provided such instructions shall require the same pro rata allocation by each Lender among the payment of the principal amount to be prepaid Revolving Loans and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againTerm Loans held by them. (b) If any notice of prepayment is given, the aggregate amount specified in such notice shall be due and payable on the date specified therein. Prepayments of the Loans shall be accompanied by payment or accrued interest to the payment date on the principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentprepaid. (c) Partial prepayments of the Term Loans shall be applied to the installments of principal under the Term Loans in the inverse order of their respective scheduled maturities. (d) Amounts prepaid on account of the Term Loans may not be reborrowed. (e) On or before the fifth (5th) Business Day following the date the consolidated and consolidating balance sheet of ERC US and its consolidated subsidiaries are required to be delivered pursuant to Section 5.1(a) in each year beginning in 2003, the Borrower shall prepay the outstanding principal amount of the Term Loans by an amount equal to 50% of Excess Cash Flow for the immediately preceding fiscal year. Principal prepayments made pursuant to this Section 2.9(e) shall be applied to required payments of the principal of the Term Loan pursuant to Section 2.6(b) in the inverse order of maturity until the Term Loan is paid in full. Principal amounts repaid pursuant to this Section 2.9(e) may not be reborrowed. (f) In the event that (i) any Person constituting the Borrower or any Subsidiary of any Person constituting the Borrower (other than SSG) shall effect a Transfer of any Capital Stock issued by ERC US or SSG owned by such Person constituting the Borrower or any such Subsidiary or (ii) ERC US shall issue any additional Capital Stock or effect a Transfer of any of its Capital Stock held as treasury shares or otherwise (other than (1) in satisfaction of the exercise of stock options held by any employee or director of ERC US pursuant to ERC US' stock option plan, (2) the issuance of warrants (and Capital Stock in satisfaction thereof) to brokerage houses in connection with the marketing of the Capital Stock of ERC US, (3) the issuance of Capital Stock of ERC US pursuant to exchange offers in connection with investments in other Persons permitted by the terms hereof and (4) the issuance of Capital Stock of ERC US in connection with the conversion of any Convertible Debentures into such Capital Stock), or (iii) any Person constituting the Borrower or any Subsidiary of any Person constituting the Borrower (other than SSG) shall effect a Transfer of any assets (other than Transfers of inventory in the ordinary course of business and Transfers of equipment which is or to be replaced in the ordinary course within three (3) months from the date of Transfer); in each case described in the preceding clauses (i), (ii) and (iii) for a price in excess of $500,000 in the aggregate in any fiscal year (whether such Transfers are made in one or more transactions); the Borrower shall, simultaneously with the consummation of any such Transfers, prepay the Term Loans in an amount equal to the net proceeds of such Transfer(s) (including the first $500,000 thereof but after deducting reasonable attorneys' fees and other customary costs of Transfer). Each such prepayment shall be accompanied by a payment applied to required payments of the principal of the Term Loan pursuant to Section 2.6(b) in the inverse order of maturity until the Term Loan is paid in full. Principal amounts repaid pursuant to this Section 2.9(f) may not reborrowed. No Transfer referred to in this Section 2.9(f) shall be effected except on arms length business terms. (g) The Agent shall disburse all accrued and unpaid interest on prepayments of the Loans prepaid and shall be subject to Section 2.11the Lenders on a pro rata basis.

Prepayments. (a) The Each Borrower may may, upon notice from the Borrower Representative to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent orany date of prepayment of LIBOR Rate Loans denominated in Dollars, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof; and (iii) any prepayment of Base 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 to be made by and the payment Type(s) of the principal amount Loans to be prepaid and accrued interest thereon and, if LIBOR Rate Loans are to the date fixed for prepayment. In the case of Eurocurrency Loansbe prepaid, such prepayment may only be made on the last day of the Interest Period then applicable to Period(s) of such Loans. The Administrative Agent will promptly advise notify each Bank Lender of any 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 Representative, the Borrowers shall jointly and severally make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If the aggregate principal amount of outstanding Loans shall Administrative Agent notifies the Borrower Representative at any time for any reason that the Total Outstandings at such time exceed an amount equal to the Revolving Credit Aggregate Commitments then in effect, the Borrower shallthen, immediately and without notice or demand, pay the amount after receipt of such excess notice, the Borrowers shall prepay Loans and Swingline Loans in an aggregate amount at least equal to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Subject to Section 2.10 and the Fee Letter, the Borrowers may, upon irrevocable notice from the Lead Borrower may to the Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Agent not less later than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon 11:00 a.m. three Business Days prior to any date of prepayment of Term Loans; and (ii) any prepayment of Term Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each such notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on shall specify the date and amount of such prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise notify each Bank Lender of any 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 Borrowers shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Term Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If the aggregate principal amount If, as a result of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effectan inspection allowed by Section 6.01(b), the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit Outstanding Amount exceeds forty-five percent (45%) of the Banks as a prepayment Appraised Value of Intellectual Property, the Loans. Immediately upon determining Borrowers shall immediately prepay the need Term Loan in an amount equal to make any such prepayment the Borrower shall notify the Agent of such required prepaymentexcess. (c) Each such prepayment Subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Borrowers shall be accompanied prepay the Term Loan in an amount equal to the Net Proceeds received by a payment Loan Party on account of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11a Prepayment Event immediately upon receipt thereof by such Loan Party.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Committed Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 11:00 a.m. (Chicago time) on the date of prepayment, such prepayment to of Committed Loans; and (ii) any prepayment of Committed Loans shall be made by the payment of the in a principal amount to be prepaid and accrued interest thereon to of $500,000 or a whole multiple of $100,000 in excess thereof or the total amount outstanding, if less. Each such notice shall specify the date fixed for and amount of such prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Administrative Agent will promptly advise notify each Bank Lender of any 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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date maySubject to Section 2.15, subject each such prepayment shall be applied to the terms and conditions Committed Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Applicable Percentages. (b) If The Borrower may, upon notice to the aggregate 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 outstanding Loans $100,000. 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 for any reason exceed the Revolving Credit Aggregate Commitments then in effect, the Borrower shallshall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment that the Borrower shall notify not be required to Cash Collateralize the Agent L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of such required prepaymentthe Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’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 it receives from shall be due and payable on the Borrowerdate specified therein. Any amount paid or prepaid before the Termination Date mayprepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit Aggregate Commitments then in effect (including during or as a result of the commencement of any Reduced Commitment Period), the Borrower shall immediately prepay Loans, together with any additional amounts required pursuant to Section 3.05, 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 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment The Borrower shall be accompanied by a payment of all accrued and unpaid interest on the from time to time prepay outstanding Loans prepaid and shall be subject in accordance with Section 6.13, together with any additional amounts required pursuant to Section 2.113.05.

Prepayments. (a) The Borrower may may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay without premium or penalty and Loans in whole or in part (but, if in part, then: without premium or penalty; provided that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and three (iii3) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepaymentprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepaymentprepaid. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Administrative Agent will promptly advise notify each Bank Lender of any its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice it receives from shall be due and payable on the Borrowerdate specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount paid or prepaid before the Termination Date mayprepaid, subject together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the terms and conditions Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the aggregate principal amount of outstanding Loans shall Total Outstandings at any time for any reason exceed the Revolving Credit lesser of (i) the Aggregate Commitments then in effect, and (ii) the Borrowing Base, Borrower shallshall within one (1) Business Day prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, immediately and without notice or demandhowever, pay that Borrower shall not be required to Cash Collateralize the amount of such excess L/C Obligations pursuant to this Section 2.04(b) unless after the Agent for the ratable benefit prepayment in full of the Banks as a prepayment Loans the Total Outstandings exceed the lesser of (i) the Loans. Immediately upon determining Aggregate Commitments then in effect, and (ii) the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentBorrowing Base. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may prepay without premium or penalty and in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount the ABR Loans upon not less than $1,000,000, one (ii1) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days Day's prior notice to the Agent or(which shall promptly notify the Lenders), in which notice shall specify the case prepayment date (which shall be a Business Day) and the amount of a Borrowing of Base Rate Loansthe 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 Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Eurodollar Loans upon not less than three (3) Business Day's prior notice delivered to the Agent no later than 10:00 a.m. (Chicago timewhich shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $1,000,000 or the remaining aggregate principal balance outstanding on the date of prepaymentNotes) and shall be irrevocable and effective only upon receipt by the Agent, such prepayment provided that interest and all other sums required to be made by the payment of the principal amount to paid under Section 5.05, if any, shall be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made paid on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againdate. (b) If If, after giving effect to any termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Sections 2.03(b) or 2.03(d), the outstanding aggregate principal amount of outstanding the Loans shall at any time for any reason exceed plus the Revolving LC Exposure exceeds the Aggregate Maximum Credit Commitments then in effectAmounts, the Borrower shallshall immediately (i) prepay the Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, immediately together with interest on the principal amount paid accrued to the date of such prepayment and without notice or demand(ii) if any excess remains after prepaying all of the Loans, pay the amount of such excess to the Agent for the ratable benefit on behalf of the Banks Lenders an amount equal to the excess to be held as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepaymentcash collateral as provided in Section 2.10(b). (c) Each Upon any redetermination of the amount of the Borrowing Base in accordance with Section 2.08 or adjustment in accordance with Section 8.08(c) or Section 9.12, if the redetermined or adjusted Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall within ninety (90) days of receipt of written notice thereof: (i) prepay the Loans in an aggregate principal amount equal to such prepayment shall be accompanied by a payment of all accrued and unpaid excess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if a Borrowing Base deficiency remains after prepaying all of the Loans prepaid and because of LC Exposure, pay to the Agent on behalf of the Lenders an amount equal to such Borrowing Base deficiency to be held as cash collateral as provided in Section 2.10(b). (d) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of Eurodollar Loans. Any prepayment may be reborrowed subject to Section 2.11the then effective Aggregate Commitments.

Prepayments. (a) If at any time the sum of the aggregate principal amount of all Revolving Credit Loans outstanding, plus the then current Revolver L/C Exposure shall exceed the Total Revolving Credit Commitment hereunder, RRI will immediately prepay Revolving Credit Loans to the extent necessary to eliminate such excess. If at any time the sum of the aggregate principal amount of all Senior Priority Loans outstanding, plus the then current Senior Priority L/C Exposure shall exceed the Total Senior Priority Commitment hereunder, the applicable Borrowers of the outstanding Senior Priority Loans will immediately repay Senior Priority Loans to the extent necessary to eliminate such excess. (b) The Loans shall be subject to prepayment as provided in Section 5.18 hereof. (c) Subject to the terms of Section 2.14 hereof, a Borrower may shall have the right at its option at any time and from time to time to prepay without premium or penalty and (i) any Base Rate Loan, in whole or in part part, upon prior written, facsimile, or telephonic (butpromptly confirmed in writing) notice to the Administrative Agent received not later than 10:00 a.m., (Central time) on the prepayment day, in the principal amount of $5,000,000 or such greater amount which is an integral multiple of $1,000,000 if prepaid in part, thenand (ii) any Eurodollar Loan, in whole or in part, upon at least three (3) Business Days' prior written, facsimile, or telephonic (promptly confirmed in writing) notice received not later than 10:00 a.m., (Central time) on such day, in the principal amount of $10,000,000 or such greater amount which is an integral multiple of $1,000,000 if prepaid in part. Each notice of prepayment shall specify the prepayment date, each Loan to be prepaid and the principal amount thereof, shall be irrevocable and shall commit the applicable Borrower of such Loan to prepay such Loan in the amount and on the date stated therein. With respect to any optional prepayment pursuant to this Section 2.11(c), the Credit Parties agree that (1) they shall prepay the Senior Priority Loans in full before prepaying any of the Term Loans, the Tranche A Loans or the Revolving Credit Loans and (2) the Term Loans and the Tranche A Loans shall be prepaid on a pro rata basis. (d) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by any Credit Party from any issuance by the ▇▇▇▇▇▇ ▇▇▇▇ Issuer of any ▇▇▇▇▇▇ Tax-Exempt Bonds which are not required to be supported by a ▇▇▇▇▇▇ Letter of Credit (other than Net Cash Proceeds paid into an account of the ▇▇▇▇▇▇ ▇▇▇▇ Trustee to pay construction costs of the ▇▇▇▇▇▇ Facility or used directly to pay construction cost of the ▇▇▇▇▇▇ Facility, in each case which construction costs are permitted to be incurred pursuant to this Credit Agreement), RRI shall prepay, or cause to be prepaid (subject to Section 2.11(l) hereof), the Revolving Credit Loans in an amount equal to such Net Cash Proceeds received. (e) Following the end of each fiscal year of RRI (commencing with the fiscal year in which the Texas Genco Option is exercised, expires or terminates, as applicable), RRI shall calculate Excess Cash Flow as of the end of such fiscal year. If Excess Cash Flow for such period exceeds the sum of three hundred million dollars ($300,000,000) (the "ECF Threshold"), then RRI shall prepay Loans (determined as provided in Sections 2.11(k) and 2.11(l) hereof) in an amount equal to the positive difference, if any, of (i) 50% of the amount by which Excess Cash Flow for such period exceeds the ECF Threshold less (ii) the aggregate amount of all prepayments previously made pursuant to this Section 2.11(e). Each prepayment required pursuant to this Section 2.11(e) shall be made on or before the date which is one hundred twenty (120) days after the end of the applicable fiscal year. Commencing with the fiscal year in which the Texas Genco Option is exercised, expires or terminates, as applicable, RRI shall deliver to the Administrative Agent, a certificate substantially in the form of Exhibit E hereto signed by a Financial Officer of RRI setting forth in reasonable detail the calculation of Excess Cash Flow for the period ended as of the end of such fiscal year. Any such certificate shall be referred to herein as an "Excess Cash Flow Certificate" and shall be delivered to the Administrative Agent (1) on or before the date which is one hundred twenty (120) days after the end of the applicable fiscal year or (2) with the making of any prepayment pursuant to this Section 2.11(e), as the case may be. (f) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by any Credit Party from any of the following: (i) the issuance by any Credit Party of any Indebtedness permitted under Section 6.1(b) or 6.1(l) hereof or (ii) any sale or other disposition of any asset of a Credit Party or the issuance of any Indebtedness, in each case not permitted by the terms and provisions of this Credit Agreement, to the extent such Net Cash Proceeds from the issuance of Indebtedness permitted under 6.1(l) hereof (if applicable) have not been deposited in the Purchase Escrow Account contemplated by, and permitted by Section 5.18 hereof, RRI shall prepay or cause to be prepaid Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) in an amount equal to 100% of such Borrowing Net Cash Proceeds received by a Credit Party. (g) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by RRI from the issuance by RRI of any Junior Securities (including the issuance of shares of capital stock upon the exercise of any warrant, option, right to purchase or other equivalent, interest or similar right (however designated) issued in connection with the Junior Securities), RRI shall prepay Loans as follows: (A) at any time on or prior to the exercise, expiration or termination of the Texas Genco Option, no Loans shall be required to be prepaid if 100% of such Net Cash Proceeds are deposited in the Purchase Escrow Account as contemplated by, and permitted by, Section 5.18 hereof; (B) if at any time on or prior to the exercise, expiration or termination of the Texas Genco Option, any portion of such Net Cash Proceeds is not so deposited in the Purchase Escrow Account, then fifty percent (50%) of such portion of Net Cash Proceeds not so deposited in the Purchase Escrow Account shall be applied as a prepayment of the Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) and the other 50% of such portion may be retained by RRI for general corporate purposes; and (C) at any time after the exercise, expiration or termination of the Texas Genco Option, fifty percent (50%) of such Net Cash Proceeds shall be applied as a prepayment of the Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) and the other 50% of such Net Cash Proceeds may be retained by RRI for general corporate purposes. (h) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by a Credit Party (or in the case of clause (iii) below, by TG Holdco, Texas Genco or any of the Subsidiaries of Texas Genco) from any of the following: (i) the sale, transfer, lease or other disposition in any manner whatsoever of any Eligible Asset permitted by Section 6.5 hereof (other than sales, transfer, lease or other dispositions described in Section 6.5(a)(iv), a disposition due to a Recovery Event, and any Excluded Asset Sale), (ii) any formation of a Joint Venture (other than TG Holdco, Texas Genco or any Subsidiaries of Texas Genco to the extent the Net Cash Proceeds thereof have been used to fund and/or finance the acquisition of Texas Genco in accordance with the provisions of Section 5.18(f) hereof), or (iii) at any time after the consummation of the purchase of the outstanding common stock of Texas Genco by RRI or any of its Subsidiaries pursuant to the Texas Genco Option, any issuance of Equity Interests of TG Holdco, Texas Genco or any Subsidiaries of Texas Genco (including the issuance of shares of capital stock upon the exercise of any warrant, option, right to purchase or other equivalent, interest or similar right (however designated)), RRI shall prepay, or cause to be prepaid, Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) in an amount equal to 100% of such Net Cash Proceeds received except in the case of clause (i) and clause (ii) above, to the extent such Net Cash Proceeds have not been deposited in the Purchase Escrow Account as required by Section 5.17 hereof or as contemplated by, and permitted by Section 5.18 hereof, and except in the case of clause (iii) above, to the extent such Net Cash Proceeds thereof have been used to fund or finance the acquisition of minority Equity Interests of Texas Genco in accordance with the last sentence of Section 5.18(f) hereof. (i) Promptly, but in no event later than three (3) Business Days following the receipt by RRI or any other Credit Party (or by the Collateral Agent as loss payee) of any payment of any proceeds of any Recovery Event (to the extent such proceeds have not been deposited in the Purchase Escrow Account as required by Section 5.17 hereof or as contemplated by, and permitted by Section 5.18 hereof, and provided, that so long as no Event of Default shall have occurred and then be continuing, such proceeds received in connection with any Recovery Event (or any portion thereof) may be expended or irrevocably committed by RRI or any other Credit Party within twelve (12) months after such Recovery Event to repair or replace such property and RRI shall furnish to the Administrative Agent and the Collateral Agent evidence reasonably satisfactory to the Administrative Agent and the Collateral Agent of such expenditure or commitment and shall have certified to the Administrative Agent and the Collateral Agent that such proceeds (or such proceeds together with other funds which are available to RRI and the other Credit Parties and permitted to be used for such purpose pursuant to the terms hereof) are sufficient to repair or replace such property pending which the Collateral Agent shall hold such proceeds in an interest bearing deposit account), RRI shall prepay Loans or, to the extent the Collateral Agent is loss payee under any insurance policy (if applicable), irrevocably direct the Collateral Agent to apply as a prepayment of Loans, an amount equal to 100% (or such lesser percentage which represents the remaining portion of such proceeds not expended or committed pursuant to the immediately preceding parenthetical phrase) of such proceeds received in connection with such Recovery Event less any amounts required to pay for necessary remediation expenses with respect to a condition affecting the applicable property, to pay reasonable expenses incurred in connection with the closure of the applicable property and to pay any costs reasonably incurred in connection with such Recovery Event, in each case subject to the terms of the Citibank Intercreditor Agreement; provided, that if an Event of Default shall have occurred and be continuing, all proceeds of any Recovery Event which would otherwise be payable to RRI pursuant to this Section 2.11(i) shall be paid to the Administrative Agent and applied pursuant to Section 10.2(b)(2) hereof; provided, however, that with respect to tangible property subject to any Permitted Encumbrance, no such prepayment shall be required to the extent that this Section would require an application of proceeds of any Recovery Event that would violate or breach any of the provisions of the instruments or documents under which such Permitted Encumbrance arises or which governs the application of proceeds. (j) Any optional prepayment of the Term Loans and Tranche A Loans pursuant to Section 2.11(c) above shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.7(a) hereof in direct chronological order of maturity. (k) Subject to the provisions of Section 2.11(l) below, any mandatory prepayments pursuant to Sections 2.11(e) through and including 2.11(i) shall be applied first, to prepay outstanding Term Loans and outstanding Tranche A Loans, on a pro rata basis, determined in accordance with the aggregate outstanding principal amount of the Term Loans and the aggregate outstanding principal amount of the Tranche A Loans, second, to prepay outstanding Revolving Credit Loans and third, to cash collateralize Revolver Letters of Credit in an amount equal 105% of the then current Revolver L/C Exposure. All mandatory prepayments of the Term Loans and Tranche A Loans shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.7(a) hereof in direct chronological order of maturity. (l) Notwithstanding the provisions of Section 2.11(d) or Section 2.11(k) above, if an Event of Default has occurred and is continuing, all mandatory prepayments set forth in this Section 2.11 shall be applied first, to repay outstanding Senior Priority Loans, second, to cash collateralize Senior Priority Letters of Credit in an amount equal to 105% of the then current Senior Priority L/C Exposure, and third as provided in Section 2.11(k) above. (m) All prepayments of Loans under this Section 2.11 shall, as regards Interest Rate Type, be applied first to Base Rate Loans, in an amount not less than $1,000,000and subject to Section 2.11(o) hereof, (ii) if such Borrowing is of Eurocurrency then to Eurodollar Loans in an the order of the scheduled expiry of Interest Periods with respect thereto (i.e. those Eurodollar Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). (n) All prepayments under this Section 2.11 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not less than $1,000,000, and (iiiincluding) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to and any payment required by Section 2.14 hereof. (o) If on any day on which Loans would otherwise be made by the payment of the principal amount required to be prepaid and accrued interest thereon pursuant to this Section 2.11, but for the date fixed for prepayment. In operation of this Section 2.11(o) (each a "Prepayment Date"), the case amount of Eurocurrency such required prepayment exceeds the then outstanding aggregate principal amount of Base Rate Loans which are of the type required to be prepaid (i.e., Term Loans, Tranche A Loans, Revolving Credit Loans or Senior Priority Loans), and no Event of Default exists or is continuing, then on such prepayment Prepayment Date, (i) RRI may deposit Dollars into the Prepayment Collateral Account in an amount equal to such excess, and only the outstanding Base Rate Loans which are of the type required to be made prepaid shall be required to be prepaid on such Prepayment Date and (ii) on the last day of each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan which is the type required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Prepayment Collateral Account (and liquidate investments held in the Prepayment Collateral Account as necessary) to prepay such Eurodollar Loans for which the Interest Period is then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject ending to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againextent funds are available in the Prepayment Collateral Account. (b) If the aggregate principal amount of outstanding Loans shall at any time for any reason exceed the Revolving Credit Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject to Section 2.11.

Prepayments. (a) The Borrower may at any time and from time to time prepay without premium or penalty and the Loans, in whole or in part (but, if in part, then: without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than (i) if such Borrowing is of Base Rate Loans11:00 A.M., in an amount not less than $1,000,000New York City time, three (ii3) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three U.S. Government Securities Business Days prior notice to the Agent orthereto, in the case of a Borrowing of Base Rate Daily Simple SOFR Loans, and (ii) 11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice delivered shall specify the date and amount of prepayment and whether the prepayment is of Daily Simple SOFR Loans or ABR Loans; provided, that if a Daily Simple SOFR Loan is prepaid on any day other than the Daily Simple SOFR Monthly Payment Date applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.12. Upon receipt of any such notice the Administrative Agent no later than 10:00 a.m. (Chicago time) shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of prepayment, such prepayment to Loans shall be made by the payment of the in an aggregate principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid $1,000,000 or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed againa whole multiple thereof. (b) If If, on any date, the aggregate principal amount of Total Loans outstanding Loans shall at any time for any reason on such date exceed the Revolving Credit Total Commitments then in effecteffect on such date, the Borrower shall, immediately and without notice or demand, pay shall prepay the Loans in the amount of such excess excess. Any such prepayment of Loans pursuant to this Section 2.5(b) shall be made together with accrued interest to the Agent for the ratable benefit date of the Banks as a prepayment of the Loans. Immediately upon determining the need to make any such prepayment on the amount prepaid and the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans prepaid and shall be subject also pay any amounts owing pursuant to Section 2.112.12.

Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time and from time to time voluntarily prepay without premium or penalty and Revolving Loans in whole or in part (but, if in part, then: without premium or penalty; PROVIDED that (i) if such Borrowing is of Base Rate Loans, in an amount notice must be received by the Administrative Agent not less later than $1,000,000, 11:00 a.m. (iiA) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days prior notice to the Agent or, in the case any date of a Borrowing prepayment of Base Eurodollar Rate Loans, notice delivered to the Agent no later than 10:00 a.m. Loans and (Chicago timeB) on the date of prepayment, prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a higher integral multiple of $1,000,000 (or the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a higher integral multiple of $100,000 (or the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans, such prepayment may only be made on the last day of the Interest Period then applicable to such Loansprepaid. The Administrative Agent will promptly advise notify each Bank Lender of its receipt of each such notice, and of the amount of such Lender's Pro Rata Share of the applicable prepayment. If such a notice is given by the Borrower, 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 thereon, together with any additional amount required pursuant to SECTION 3.05. Each such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject shall be applied to the terms and conditions Revolving Loans of this Agreement, be borrowed, repaid and borrowed againthe Lenders in accordance with their respective Pro Rata Shares. (b) If The Borrower may, upon notice to the aggregate principal amount of outstanding Loans shall Swing Line Lender (with a copy to the Administrative Agent), at any time for any reason exceed 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 Revolving Credit Commitments then in effect, Swing Line Lender and the Borrower shall, immediately and without notice or demand, pay Administrative Agent not later than 1:00 p.m. on the amount of such excess to the Agent for the ratable benefit date of the Banks as a prepayment of the Loans. Immediately upon determining the need to make and (ii) any such prepayment the Borrower shall notify the Agent of such required prepayment. (c) Each such prepayment shall be accompanied in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, the Borrower shall make such prepayment and the payment of all accrued amount specified in such notice shall be due and unpaid interest payable on the Loans prepaid and shall be subject to Section 2.11date specified therein.