Common use of Prepayments Clause in Contracts

Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Borrower mayshall have the right to prepay any Borrowing, upon notice to the Administrative Agentwithout premium or penalty, at any time or from time to time voluntarily prepay Committed Loans in whole or in part; provided that part at any time and from time to time. Such prepayment of Revolving Credit Loans or Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) (i) with respect to Revolving Credit Loans, of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice must shall be received given by the Borrower no later than 10:00 a.m. (New York time) three Business Days prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent not later than 11:00 a.m. to each of the Lenders and (Aii) three with respect to Swingline Loans, in accordance with Section 2.16; (3b) Business Days prior to any date each partial prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; and (B) on the date of prepayment of Base Rate Committed Loans; (iic) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingDefaulting Lender. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment Borrowing shall be applied ratably to the Committed Revolving Credit Loans of included in the Lenders in accordance with their respective Applicable Percentagesprepaid Borrowing.

Prepayments. (a) The Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR LIBO Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon irrevocable notice from the Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $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 amount of the Credit Extensions at any time exceed the lesser of the Revolving Credit Commitments or the Borrowing Base, each as then in effect, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Credit Loans the total amount of the Credit Extensions exceed the lesser of the Revolving Credit Commitments or the Borrowing Base, each as then in effect. (d) The Borrower shall prepay the Revolving Credit Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.13 hereof. In addition, the Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Cash Proceeds received by the Borrower on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (e) Prepayments made pursuant to this Section 2.06, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily may prepay Committed Loans in whole or in part without premium or penalty (but, if in part; provided that , then: (i) if such notice must be received by Borrowing is of Base Rate Loans, in an amount not less than $1,000,000 or such greater amount which is an integral multiple of $1,000,000, (ii) if such Borrowing is of LIBOR Loans, in an amount not less than $5,000,000 or such greater amount which is an integral multiple of $1,000,000, and (iii) in each case, in an amount such that the Administrative Agent not later than 11:00 a.m. (Aminimum amount required for a Borrowing pursuant to Section 1.5 hereof remains outstanding) any Borrowing of LIBOR Loans on the last day of the Interest Period therefor and at any other time upon three (3) Business Days prior notice by the Borrower to any date the Administrative Agent, and in the case of prepayment a Borrowing of LIBOR Loans and Base Rate Loans, notice delivered by the Borrower to the Administrative Agent no later than 11:00 a.m. (BNew York City time) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof or, in each case, if lesssuch shorter period of time then agreed to by the Administrative Agent), each such notice to specify the prepayment date, 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 Borrowing or Borrowings to be prepaid and, if LIBOR Loans are and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that a notice of prepayment delivered by the Borrower may state that the prepayment contemplated thereby is subject to the effectiveness or funding of other credit facilities, the Interest Period(s) completion of any debt or equity offering or the completion of any other corporate transaction or event that will provide the proceeds for such Loansprepayment or otherwise result in such prepayment being required hereunder. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and Each prepayment shall be made by the payment of the principal amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment to be prepaid and the payment amount specified in such notice shall be due accrued interest and payable on fees thereon to the date specified thereinfixed for prepayment plus, in the case of any LIBOR Loans, any amounts due the Lenders under Section 1.12 hereof. Any Each prepayment of a LIBOR Loan Borrowing shall be accompanied by all accrued interest on applied ratably to the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment Loans included in the prepaid Borrowing and shall be applied to the Committed Loans scheduled payments of principal pursuant to Section 1.8 in the Lenders in accordance with their respective Applicable Percentagesdirect order of maturity.

Prepayments. (a) The Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR LIBO Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon irrevocable notice from the Borrower to the Swing Line Lender (with a copy to the 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 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 $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 exceed the Loan Cap as then in effect, the Borrower shall promptly (and in any event, within one (1) Business Day) prepay Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans, the Total Outstandings exceed the Loan Cap as then in effect. (d) The Borrower shall prepay the Loans and, if an Event of Default has occurred and is continuing, Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.13 hereof. (e) Notwithstanding anything contained herein to the contrary, prepayments made pursuant to Section 2.05(a), (b), (c) and (d) shall not reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Prepayments made pursuant to Section 2.05(c) and (d) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations, if applicable; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (if applicable) may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Prior to and including the Commitment Termination Date, Borrower may, upon notice shall have the right to prepay the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans principal of this Note in whole or in part; provided , provided, that (ia) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a the principal amount sum of at least one million and 00/100 dollars ($1,000,000 or a whole multiple of $100,000 in excess thereof; 1,000,000.00), and (iiib) any concurrently with the prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire unpaid principal amount thereof then outstanding. Each such notice shall specify the date and amount balance of such prepayment and the Type(s) of Committed Loans to be prepaid andthis Note, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and prepay the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount prepaidequal to the then aggregate unpaid principal balance of this Note, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, (b) each such prepayment shall be applied to the Committed Loans installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the Lenders entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in accordance whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with their respective Applicable Percentagesthe payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loan.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidRate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 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 $100,000. Each such notice shall specify the date and amount 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. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall 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, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations to the extent required pursuant to the provisions of Section 6.12 hereof. (e) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (f) Prepayments made pursuant to Section 2.05(c), (d) and (e) above, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations (except that with respect to Section 2.05(d) and (e), such Cash Collateralization shall be required only if an Event of Default is then continuing); and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations (to the extent required hereunder) in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Term Loans in whole or in part; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. Central time (A) three (3) Business Days prior to any date of prepayment of LIBOR Term SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans or Daily SOFR Loans; (ii) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof3,000,000; and (iii) any prepayment of Base Rate Committed Loans or Daily SOFR Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof 500,000 or, in each case, if less, the entire principal amount thereof then outstanding; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or any other transaction or event, in which case such notice may be revoked by the Borrower if such condition is not satisfied. Each such notice shall specify (x) the date and amount of such prepayment and prepayment, (y) the Type(s) of Committed Loans to be prepaid and, (z) if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Term SOFR Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Term SOFR Loan shall also be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) If at any time the sum of the principal amount of all Revolving Loans at any time outstanding exceeds the Available Commitment, then the Borrowers shall forthwith jointly and severally prepay the amount of such excess so that the Available Commitment is not exceeded. (b) The Borrower may, upon notice to the Administrative AgentBorrowers may prepay, at any time, without penalty or premium, the whole or any portion of any Prime Rate Loans; provided, on the date of such prepayment, the Borrowers pay all interest on such Revolving Loan (or portion thereof) so prepaid accrued to the date of such prepayment. The Borrowers may at any time or and from time to time voluntarily prepay Committed any LIBOR Loans in whole or in part; provided that (i) such , without premium or penalty, upon irrevocable notice must be received by delivered to the Administrative Agent Lender at least two, but not later more than 11:00 a.m. (A) three (3) five, Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof orthereto, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment; PROVIDED, that if a LIBOR Loan is prepaid on any day other than the Type(s) last day of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidthe Interest Period applicable thereto, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, Borrowers shall also jointly and of the amount of such Lender’s Applicable Percentage of such prepaymentseverally pay any amounts owing pursuant to Section 1.14. If any such notice is given by given, the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a , together with any charges outstanding on such LIBOR Loan shall be accompanied by all and accrued interest to such date on the amount prepaid. (c) Notwithstanding anything in this Agreement to the contrary, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16for sixty (60) days during each fiscal year of FMC, each such prepayment the outstanding principal balance of Revolving Loans shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages$0.

Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three two (32) Business Days prior to any date of prepayment of LIBOR Term SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective the Applicable PercentagesPercentage of each Lender.

Prepayments. a. The Borrower may, at its option and upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part; provided that two (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (32) Business Days Days' prior written notice (which notice shall be irrevocable), prepay the Principal Amount of a LIBOR Rate Loan or a Prime Rate Loan on the following conditions: (a) the Borrower shall pay all accrued interest on the Principal Amount being paid to any date of prepayment of LIBOR Loans and (B) on the date of the prepayment and, in the case of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be prepayments in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereoffun, all fees, charges, costs, expenses and other amounts then due hereunder; and (iiib) any prepayment such Principal Amount of Base a LIBOR Rate Committed Loans Loan shall only be in a principal amount prepaid on the last Business Day of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if lessthe then current Interest Period with respect thereto. In its notice, the entire principal amount thereof then outstanding. Each such notice Borrower shall specify the date and amount of such the prepayment. In the event that any prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount Principal Amount of such Lender’s Applicable Percentage a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of such prepayment. If such notice is given by the Borrowerthen current Interest Period with respect thereto, then the Borrower shall make such indemnify the Lender therefore as provided in this Note. b. In the event that Borrower makes a prepayment and does not specify in its notice of prepayment whether the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant is to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders a LIBOR Rate Loan or a Prime Rate Loan, then Lender shall apply such prepayment in accordance with their respective Applicable Percentagessuch order as Lender in its sole discretion shall determine.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans Revolving Loans, in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidRate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 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 $100,000. Each such notice shall specify the date and amount 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. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap, as then in effect, the Borrowers shall 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, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap, as then in effect. (i) Upon the occurrence of a Cash Dominion Event, the Borrowers shall prepay the Loans as and to the extent required by the provisions of Section 6.12 hereof, and (ii) after the occurrence and during the continuance of an Event of Default or as and to the extent required by the provisions of Section 2.06(b), the Borrowers shall Cash Collateralize the L/C Obligations. (e) [Reserved]. (f) Prepayments made pursuant to Section 2.05(c), (d), and (e) above and funds on deposit in the Collection Account required to be applied to the Obligations pursuant to Section 6.12(d)(iii), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving 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; fourth, shall be applied ratably to Other Liabilities then due and payable; and fifth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations (to the extent required hereunder) in full shall be deposited by the Agent in a deposit account of the Lead Borrower and may be utilized by the Borrowers in the ordinary course of its business to the 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 Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations. (g) Each prepayment of the Revolving Loans shall not reduce or terminate the Aggregate Commitments.

Prepayments. The Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day’s notice to Administrative Agent in the case of the Base Rate Loans, and at least three (3) Banking Days’ notice to Administrative Agent in the case of LIBOR Loans, prepay Ratable Loans, in whole or in part, provided that (1) any partial prepayment under this Section shall be in integral multiples of One Million Dollars ($1,000,000); and (2) each prepayment under this Section shall include, at Administrative Agent’s option, at any time all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Borrower shall have the right to prepay Bid Rate Loans only if so provided in the Bid Rate Loan Request, and otherwise with the consent of the Bank or the Designated Lender that funded the Bid Rate Loan that Borrower desires to prepay. Borrower may, from time to time voluntarily on any Banking Day so long as prior notice is given to Administrative Agent and Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which Borrower intends to make such prepayment, prepay Committed any Swingline Loans in whole or in part; provided that part in amounts aggregating at least One Hundred Thousand Dollars (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans $100,000), and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole an integral multiple of One Hundred Thousand Dollars ($100,000 in excess thereof; and 100,000) (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the date and principal amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are together with accrued interest thereon to be prepaid, the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and prepayment by initiating a wire transfer of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Swingline Loans no later than 1:00 P.M. (New York City time) on such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesday.

Prepayments. The 3.4.1 Borrower may, upon notice to shall have the Administrative Agent, right at any time or from time to time voluntarily prepay Committed Loans to prepay, in whole or in part, the Loans; provided that Borrower shall (ia) pay at the time of such prepayment all accrued but unpaid interest due and owing hereunder, (b) have delivered a notice must be received of payment as required pursuant to Section 3.4.4, and (c) pay any applicable prepayment premium due pursuant to Section 3.5. 3.4.2 At the option of the Required Lenders, upon the consummation of each disposition of all or any part of its assets outside the ordinary course of business Borrower prepay the outstanding principal amount of the Loans in an amount equal to fifty percent (50%) of the amount by which the Administrative Agent not later than 11:00 a.m. cash net proceeds (Ataking into account any underwriting discounts or commissions and other reasonable transaction costs, fees and expenses properly attributable to such transaction payable in connection therewith, excluding any of the foregoing payable to Borrower, any Guarantor, any Subsidiary or any Affiliate of any of the foregoing) three of such disposition exceeds $500,000. 3.4.3 Borrower shall give the Lenders at least one (31) Business Days Day’s prior written notice of each prepayment proposed to any date be made by Borrower pursuant to Sections 3.4.1 or 3.4.2, specifying the principal amount thereof to be prepaid and the prepayment date. Notice of such prepayment having been given, the principal amount of LIBOR Loans and (B) on the Loan specified in such notice, together with interest thereon to the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans prepayment, shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesdate.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable (except as set forth in the remainder of this paragraph) notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) 5:00 p.m. three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) 1:00 p.m. on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of LIBOR Rate Loans by the Borrowers shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 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 $25,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidRate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (except that any such notice may be conditioned on the receipt of proceeds from any refinancing indebtedness or the consummation of a Change of Control that results in a refinancing and payment in full of the Obligations). Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount 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. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall promptly prepay the Loans and Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) Upon the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall prepay the Loans and, if an Event of Default has occurred and is continuing, Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties, in each case to the extent required pursuant to the provisions of Section 6.12 hereof. (e) Prepayments made pursuant to Section 2.05(c), first, shall be applied to the Swing Line Loans, 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; fourth, shall be applied ratably to any other Obligations that are then due and owing, and, fifth, the amount remaining, if any, after the application of prepayments pursuant to clauses first through fourth above shall be deposited by the Agent in a deposit account of the Borrowers and may be utilized by the Borrowers in the ordinary course of its business to the 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 Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations that are then due and owing.

Prepayments. The (a) Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR 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, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) Borrower may, upon notice to Swing Line Lender (with a copy to 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 Swing Line Lender and Agent not later than 12:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be 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 Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the lesser of (i) the Aggregate Commitments then in effect, and (ii) subject to Section 2.01, the Unencumbered Pool Value, Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. The Subject to Section 3.05, the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) U.S. Government Securities Business Days prior to any date of prepayment of LIBOR SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such prepayment payable to such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders pro rata in accordance with their the respective Applicable Percentagesunpaid principal amounts of the Loans held by them.

Prepayments. The Borrower may(1) Obligors may prepay the principal amount of the Term Loan, or any portion thereof, only upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) least three (3) Business Days prior written notice to Agent (which notice shall be irrevocable and shall state the amount to be prepaid). If Obligors refinance the Term Loan, or any date part thereof, with any other entity, Obligors shall pay to Agent a prepayment premium equal to one percent (1%) of the amount prepaid if the prepayment is made less than two years from the Date of Closing. (2) If any prepayment of a LIBOR Loans Rate Loan occurs on a day other than the last day of the Interest Period, Obligors shall pay to Agent, upon request of Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of Agent) to compensate Lenders for any loss, cost, or expense incurred as a result of: (i) any payment on a date other than the last day of the Interest Period; and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any failure by any Obligor to make a prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date for payment specified therein. Any prepayment in any Obligor's written notice. (3) In the event of a LIBOR Loan any prepayments, the Obligors shall be accompanied by pay all accrued interest on the principal amount prepaidbeing paid to the date of the prepayment and, together with any additional in the case of prepayments in full, all fees, charges, costs, expenses and other amounts required pursuant to Section 3.05. Subject to Section 2.16, each such then due hereunder. (4) Any partial prepayment shall be applied against principal payments in the inverse order of maturity and shall not reduce the monthly payments of principal due under the Term Loan. (5) If by reason of an Event of Default, Agent elects to declare the Committed Loans Notes to be immediately due and payable, then any prepayment premiums and other amounts which would have been due if a prepayment been made at that time shall become due and payable in the same manner as though the Obligors had exercised such right of the Lenders in accordance with their respective Applicable Percentagesprepayment.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable (except as set forth in the remainder of this paragraph) notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) 5:00 p.m. three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) 1:00 p.m. on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of LIBOR Rate Loans by the Borrowers shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 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 $25,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidRate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (except that any such notice may be conditioned on the receipt of proceeds from any refinancing indebtedness or the consummation of a Change of Control that results in a -71- refinancing and payment in full of the Obligations). Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount 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. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall promptly prepay the Loans and Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) Upon the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall prepay the Loans and, if an Event of Default has occurred and is continuing, Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties, in each case to the extent required pursuant to the provisions of Section 6.12 hereof. (e) Prepayments made pursuant to Section 2.05(c), first, shall be applied to the Swing Line Loans, 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; fourth, shall be applied ratably to any other Obligations that are then due and owing, and, fifth, the amount remaining, if any, after the application of prepayments pursuant to clauses first through fourth above shall be deposited by the Agent in a deposit account of the Borrowers and may be utilized by the Borrowers in the ordinary course of its business to the 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 Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations that are then due and owing.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) 2:00 p.m. three (3) Business Days prior to any date of prepayment of LIBOR Term SOFR Loans and (B) on the date of prepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $1,000,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Revolving Loans shall be in a principal amount of $100,000 10,000,000 or a whole multiple of $25,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that 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 any such prepayment shall be in a minimum principal amount of $500,000 and in increments of $100,000 in excess thereof or in the full amount of the Swing Line Loan. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or and from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that that: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole higher integral multiple of $100,000 in excess thereof1,000,000; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole higher integral multiple of $25,000 in excess thereof 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 Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts amount required pursuant to Section 3.053.04. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed applicable Loans of the Lenders in accordance with their respective Applicable Percentagesapplicable Pro Rata Shares. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans in an aggregate amount equal to such excess.

Prepayments. The (a) Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Eurodollar Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $100,000 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 $25,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable (except as set forth in the remainder of this paragraph) notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) 5:00 p.m. three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) 1:00 p.m. on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of LIBOR Rate Loans by the Borrowers shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 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 $25,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidRate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (except that any such notice may be conditioned on the receipt of proceeds from any refinancing indebtedness or the consummation of a Change of Control that results in a refinancing and payment in full of the Obligations). Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required 9656966v810314033v12 pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount 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. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall promptly prepay the Loans and Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) Upon the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall prepay the Loans and, if an Event of Default has occurred and is continuing, Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties, in each case to the extent required pursuant to the provisions of Section 6.12 hereof. (e) Prepayments made pursuant to Section 2.05(c), first, shall be applied to the Swing Line Loans, 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; fourth, shall be applied ratably to any other Obligations that are then due and owing, and, fifth, the amount remaining, if any, after the application of prepayments pursuant to clauses first through fourth above shall be deposited by the Agent in a deposit account of the Borrowers and may be utilized by the Borrowers in the ordinary course of its business to the 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 Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations that are then due and owing.

Prepayments. The (a) Borrower mayshall not be entitled to prepay the Promissory Notes, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part; provided , at any time during the Compliance Period. Borrower acknowledges that this provision comprises a material basis for the Loans and Lenders would not extend the Loans to Borrower absent this prohibition. Borrower further acknowledges that the period during which Borrower is prohibited from prepaying the Loans is derived from the NMTC Program Requirements, and that such period is reasonable and acceptable to Borrower. (ib) Following the expiration of the Compliance Period, Borrower may prepay any, each and/or all of the Promissory Notes at any time, in whole or in part, upon at least ten (10) calendar days’ prior written notice to the Lenders. Upon an acceleration of the maturity of the Loans or on or before the end of the Compliance Period, the Lenders shall not be obligated to accept any such notice must be received tender of payment. If Borrower prepays all or any portion of the Loans in violation of this Loan Agreement, Borrower shall also pay to the Lenders any and all sums necessary to compensate the Lenders for all reasonable costs, expenses, claims, penalties and liabilities (including any liability incurred by the Administrative Agent not later than 11:00 a.m. (ALenders or their affiliates in any tax credit indemnity agreement for inability of such Lenders to reinvest the proceeds in another transaction) three (3) Business Days prior to any date incurred by the Lenders by virtue of the repayment or prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticefunds, and for the documentation and closing of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice any reinvestment loan or loans to a replacement borrower (or borrowers) that is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied QALICB acceptable to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesLenders.

Prepayments. The (a) Subject to Section 3.8, if on any Computation Date the Agent shall have determined that the aggregate amount of all Loans exceeds the Commitment due to a change in the Spot Rate, the Agent shall give notice to Borrower, and Borrower shall thereupon prepay the outstanding principal amount of the Loans in an aggregate amount equal to such excess in accordance with Section 2.6(d). (b) Subject to Section 3.8, Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily time, ratably prepay Committed Loans in whole or in part; provided that (i) such , in minimum Dollar Equivalent amounts of the Minimum Tranche. Borrower shall deliver a notice must of prepayment to be received by the Administrative Agent not later than 11:00 10:00 a.m. (ASan Francisco time) three (3i) Business at least four Banking Days prior in advance of the prepayment date if the Loans to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; be prepaid are Offshore Currency Advances, (ii) any at least three Banking Days in advance of the prepayment of date if the Loans to be prepaid are LIBOR Rate Loans shall be denominated in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; Dollars, and (iii) any no later than the prepayment of date if the Loans to be prepaid are Base Rate Committed Loans shall be in a principal amount Loans. Such notice of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice prepayment shall specify the date and amount of such prepayment and whether such prepayment is of Base Rate Loans, LIBOR Rate Loans, or any combination thereof, and the Type(s) of Committed Loans to Applicable Currency. Such notice shall not thereafter be prepaid and, if LIBOR Loans are to be prepaid, revocable by Borrower and the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, Bank thereof and of the amount of such Lender’s Applicable Percentage Bank's pro rata share of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all , together with accrued interest to each such date on the amount prepaid, together with of any additional LIBOR Rate Loans prepaid and any amounts required pursuant to Section 3.053.8. Subject to Section 2.16, each such prepayment Any Commitment reductions shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesagainst remaining scheduled Commitment reductions as designated by Borrower.

Prepayments. (i) The Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty except as provided in Section 2.08(b) hereof; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding or such lesser amount as is acceptable to the Agent. Each such notice shall specify the date and amount of such prepayment prepayment, whether the Term Loan or Revolving Loans are to be prepaid, and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidRate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, except that, to the extent delivered in connection with a full or partial refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied to the Committed Revolving Loans of, or portion of the Term Loan held by, as applicable, the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon irrevocable notice from the Borrower to the Swing Line Lender (with a copy to the 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 such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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, except that, to the extent delivered in connection with a full or partial refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. (b) In connection with any Disposition of any Intellectual Property or related assets of the Borrower or its Subsidiaries, the Borrower shall prepay the Loans in an amount equal to fifty (50%) of the orderly liquidation value of such assets as determined by the most recent appraisal of such Intellectual Property or related assets undertaken by the Agent with respect thereto; provided that if an Event of Default has occurred and is continuing, the Borrower shall prepay the Loans in an amount equal to 100% of the orderly liquidation value of such assets as determined by the most recent appraisal of such Intellectual Property or related assets undertaken by the Agent with respect thereto. (c) In connection with any Disposition of any assets of the Borrower or its Subsidiaries (other than Permitted Dispositions of the type referred to in clauses (d), (e) and (f) of the definition thereof), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Proceeds from the Disposition of such Collateral; provided that the Borrower shall have the right to reinvest such Net Proceeds, if such Net Proceeds are reinvested (or committed to be reinvested) within 365 days and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days thereafter. (d) Not later than ninety (90) days after the end of each Fiscal Year of the Borrower and its Subsidiaries, the Borrower shall prepay the Loans in an amount equal to thirty (30%) of Consolidated Excess Cash Flow for the immediately preceding Fiscal Year of the Borrower and its Subsidiaries. (e) The Borrower shall prepay the Loans to the extent required pursuant to the provisions of Section 6.12 hereof. (f) Prepayments made to the Term Loan pursuant to Section 2.04(a)(i) above shall be applied ratably to the remaining scheduled installments of principal due in respect of the Term Loan in the inverse order of maturity. Prepayments made pursuant to Section 2.04(b), (c) and (d) above first, shall be applied ratably to the remaining scheduled installments under Section 2.06(a) of principal due in respect of the Term Loan in the inverse order of maturity, second, shall be applied to any outstanding Swing Line Loans, and third, shall be applied ratably to the outstanding Revolving Loans. Prepayments made pursuant to Section 2.04(a)(ii) and (e) above first, shall be applied to any outstanding Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, and third, after the occurrence and during the continuance of an Event of Default, be applied ratably to the remaining scheduled installments of principal due in respect of the Term Loan in the inverse order of maturity.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR 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, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three two (32) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidRate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $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 exceed the Loan Cap, as then in effect, the Borrower shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans, the Total Outstandings exceed the Loan Cap (and any such Cash Collateralization shall only be required with respect to such additional amount). (d) The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.13 hereof. (e) If any transaction constituting a Prepayment Event is consummated at any time while Availability is less than $50,000,000 after giving effect to such transaction, the Borrower shall prepay the Loans and, after the occurrence and during the continuance of an Event of Default or to the extent required by the provisions of Section 2.06(c), Cash Collateralize the L/C Obligations in an amount equal to the Net Proceeds received by a Loan Party on account of such Prepayment Event, irrespective of whether a Triggering Event then exists and is continuing. (f) Prepayments made pursuant to Section 2.05(c), (d) and (e) above, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, 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 L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. (g) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder.

Prepayments. (a) The Borrower mayBorrowers may prior to a Cash Dominion Event, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed the Term Loans in whole or in part; provided, that any such voluntary prepayment shall also be accompanied by Borrowers’ payment of any applicable Prepayment Premium required by Section 2.09(b); provided further, that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans prepayment; and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any such notice shall specify the amount of such prepayment of LIBOR the Term Loans to be prepaid, which shall be in a principal minimum amount of $1,000,000 2,500,000 or a whole multiple of $100,000 1,000,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, prepaid together with any additional amounts applicable Prepayment Premium required pursuant to by Section 3.052.09(b). Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Term Loans of the Lenders in accordance with their respective Applicable PercentagesPercentage, and shall be applied to the scheduled principal installments on a pro rata basis. (b) [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) [Reserved] (f) [Reserved]. (g) Subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the Term Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, unless the Net Proceeds therefrom are required to be paid to the holder of a Lien on such property or asset having priority over the Lien of the Administrative Agent and no Net Proceeds remain after such application; provided, that the application of proceeds of certain transactions, including, without limitation, Dispositions, shall not be deemed to constitute consent of the Administrative Agent or any Lender to transactions that are not otherwise permitted by the terms hereof, the other Loan Documents, or the Intercreditor Agreement. (h) The Lead Borrower shall cause any Foreign Subsidiary which sells any licenses or otherwise makes any Disposition of Intellectual Property (excluding the receipt of royalties in respect of the lease or license of Intellectual Property) to pay 100% of the Net Proceeds of such Disposition (excluding the receipt of royalties in respect of the lease or license of Intellectual Property) to the Administrative Agent as a mandatory prepayment. (i) [Reserved]. (j) Subject to the terms of the Intercreditor Agreement, prepayments made pursuant to Prepayment Events shall be applied first, to the outstanding ABL Loans (and any ABL Debt then due and payable) in the event that such prepayment arises from a Disposition of, or Extraordinary Receipts with respect to, ABL Priority Collateral (without a permanent reduction in the Commitments (as defined in the ABL Loan Agreement)) and second, to the Obligations, and to the extent any prepayments are made pursuant to Prepayment Events that arise from a Disposition of, or Extraordinary Receipts with respect to Term Priority Collateral, such proceeds shall be applied first, to the Obligations and second, to the outstanding ABL Loans and ABL Debt; provided, that the application of proceeds of certain transactions, including, without limitation, Dispositions, shall not be deemed to constitute consent of the Administrative Agent or any Lender to transactions that are not otherwise permitted by the terms hereof, the other Loan Documents, or the Intercreditor Agreement. (k) All amounts prepaid pursuant to Section 2.05(g), (h) and (j) shall be applied to scheduled principal installments of the Obligations in the inverse order of maturity to reduce the outstanding principal balance of the Term Loans and shall be accompanied by the amount of the Prepayment Premium (if any) required pursuant to Section 2.09(b) and all accrued interest on the amount prepaid and, in the case of a prepayment in full, all other Obligations then due and owing. Each such prepayment shall be applied to the Term Loans of the Lenders in accordance with their respective Applicable Percentage.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans Revolving Loans, in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidRate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 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 $100,000. Each such notice shall specify the date and amount 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. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap, as then in effect, the Borrowers shall 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, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap, as then in effect. (i) Upon the occurrence of a Cash Dominion Event, the Borrowers shall prepay the Loans as and to the extent required by the provisions of Section 6.12 hereof, and (ii) after the occurrence and during the continuance of an Event of Default or as and to the extent required by the provisions of Section 2.06(b), the Borrowers shall Cash Collateralize the L/C Obligations. (e) The Borrowers 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 2.06(b), Cash Collateralize the other L/C Obligations in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (f) Prepayments made pursuant to Section 2.05(c), (d), and (e) above and funds on deposit in the Collection Account required to be applied to the Obligations pursuant to Section 6.12(d)(iii), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving 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; fourth, shall be applied ratably to Other Liabilities then due and payable; and fifth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations (to the extent required hereunder) in full shall be deposited by the Agent in a deposit account of the Lead Borrower and may be utilized by the Borrowers in the ordinary course of its business to the 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 Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations. (g) Each prepayment of the Revolving Loans shall not reduce or terminate the Aggregate Commitments.

Prepayments. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent, (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three (3) two Business Days prior to any date of prepayment of LIBOR Loans and Term SOFR Loans, (B) on the date of prepayment of Adjusted Daily SOFR Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Term SOFR Loans or Adjusted Daily SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, such notice may specify that such prepayment is conditioned upon the consummation of a particular transaction or refinancing of the Indebtedness hereunder. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any prepayment of Term SOFR Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of at least $1,000,000 or a whole multiple of $100,000 in excess thereof; 3,000,000 and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of at least $100,000 or a whole multiple of $25,000 in excess thereof 500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and prepayment, (ii) the Type(s) of Committed Loans to be prepaid and, and (iii) if LIBOR Loans are to be prepaid, (x) the Interest Period(s) of such LIBOR Loans and (y) the then remaining amount of LIBOR Loans, if any, that the Borrower has elected to have subject to a Specified Swap Contract that provides a hedge against interest rate risk and the Specified Swap Contract(s) to which such amount is subject. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject . (b) If for any reason the Total Outstandings at any time exceed the Commitments, the Borrower shall immediately prepay Loans in an aggregate amount equal to Section 2.16such excess. (c) To the extent that the Borrower makes any prepayment of all or any portion of the Loans (whether voluntary or otherwise) on or prior to the second anniversary of the Closing Date, each the Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, a prepayment fee (the “Prepayment Premium”) equal to (i) if such prepayment occurs on or prior to the first anniversary of the Closing Date, 2.00% of the principal amount so prepaid, and (ii) if such prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, 1.00% of the principal amount so prepaid. The Prepayment Premium shall be applied due and payable on the date of any prepayment pursuant to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesthis Section 2.06.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan Committed Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, if any. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately upon demand prepay Loans in an aggregate amount equal to such excess; provided, however, that Borrower shall have the right to designate which Loans and/or other Obligations are to be repaid hereunder.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided provided, that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) with respect to the prepayment of FILO Committed Loans (including as a result of any commitment reduction under Section 2.06), any such prepayment may only be made if and to the extent that the applicable FILO Prepayment Conditions have been satisfied. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.172.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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. (i) If for any reason the Total Outstandings under the Revolving Credit Facility at any time exceed the Loan Cap (such excess shall at all times constitute part of the Secured Obligations), the Borrowers shall immediately prepay Revolving Committed Loans, Swing Line Loans under the Revolving Credit Facility and LC Borrowings and/or Cash Collateralize the LC Obligations (other than LC Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the LC Obligations pursuant to this Section 2.05(c)(i) unless after the prepayment in full of the Revolving Loans, the Total Outstandings under the Revolving Credit Facility exceed the Loan Cap. (ii) If for any reason the Total Outstandings under the FILO Credit Facility at any time exceed the FILO Loan Cap, including by reason of the reduction of the Appraisal Percentage applicable to the FILO Borrowing Base due to the termination or expiration of any FILO Increased Advance Rate Period (any such excess shall at all times constitute part of the Secured Obligations), the Borrowers shall immediately prepay FILO Loans in an aggregate amount equal to such excess; provided, however, that in the event that any prepayment of Revolving Committed Loans, Swing Line Loans under the Revolving Credit Facility and LC Borrowings and/or Cash Collateralization of the LC Obligations (other than LC Borrowings) is required under Section 2.05(c)(i) at the same time that a prepayment is required under this Section 2.05(c)(ii), no prepayment of FILO Loans shall be made until the requirements of Section 2.05(c)(i) have been satisfied. (d) During a Cash Dominion Trigger Period, the Borrowers shall prepay the Loans in accordance with the provisions of Section 6.13 and, if an Event of Default shall have occurred and be continuing, Cash Collateralize the LC Obligations in accordance with the provisions of Section 2.162.17. (e) If after any Disposition of any Inventory or Accounts (other than Dispositions thereof in the ordinary course of business), the Total Outstandings under the Revolving Credit Facility would exceed the Loan Cap or the Total Outstandings under the FILO Credit Facility would exceed the FILO Loan Cap (in each case, determined after giving pro forma effect to such Disposition), promptly upon receipt of Net Proceeds of such Disposition the Borrowers shall apply such Net Proceeds in the order specified in Section 2.05(f) or, to the extent permissible, Section 2.05(g), provided that if, after giving effect to any such prepayment of Revolving Committed Loans, Swing Line Loans under the Revolving Credit Facility and LC Borrowings, Total Outstandings under the Revolving Credit Facility continue to exceed the Loan Cap, the Borrowers shall Cash Collateralize the LC Obligations (other than LC Borrowings) in an aggregate amount equal to such excess prior to making any payment with respect to the FILO Credit Facility. If after giving effect to any such prepayment, the Total Outstandings under the Revolving Credit Facility still exceed the Loan Cap or the Total Outstandings under the FILO Credit Facility still exceed the FILO Loan Cap, the Borrowers shall prepay any such amounts in accordance with Section 2.05(c). The application of such amounts to the prepayment of Loans and Cash Collateralization of the LC Obligations in accordance with this Section 2.05(e) shall not reduce the Commitments. (f) Prepayments made pursuant to this Section 2.05 (other than prepayments made pursuant to Section 2.05(c)(ii) or Section 2.05(g)), first, shall be applied ratably to the LC Borrowings and the Swing Line Loans under the Revolving Credit Facility, second, shall be applied ratably to the outstanding Revolving Committed Loans that are Base Rate Loans, third, shall be applied ratably to the outstanding Revolving Committed Loans that are LIBO Rate Loans, fourth, if an Event of Default shall have occurred and be continuing or if and to the extent expressly required under this Section 2.05, shall be used to Cash Collateralize the remaining LC Obligations; fifth, shall be applied ratably to the outstanding Swing Line Loans under the FILO Credit Facility; sixth, shall be applied ratably to the outstanding FILO Committed Loans that are Base Rate Loans; seventh, shall be applied ratably to the outstanding FILO Committed Loans that are LIBO Rate Loans; and eighth, the amount remaining, if any, may be retained by the Borrowers for use in the ordinary course of their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the LC Issuer or the Revolving Lenders, as applicable. (g) Subject to the satisfaction of the applicable FILO Prepayment Conditions and compliance with Section 2.05(c)(ii), any prepayment of FILO Loans in anticipation of the reduction of the Appraisal Percentage applicable to the FILO Borrowing Base due to the termination or expiration of the FILO Increased Advance Rate Period, first, shall be applied ratably to the outstanding Swing Line Loans under the FILO Credit Facility; second, shall be applied ratably to the outstanding FILO Committed Loans that are Base Rate Loans; and third, shall be applied ratably to the outstanding FILO Committed Loans that are LIBO Rate Loans.

Prepayments. The (a) Optional. Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Loans any Interim Loan or Rollover Loan, in whole or in part, without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Loans pursuant to this Section 2.162.04(a) shall be applied (x) ratably and (y) to the principal repayment installments thereof on a pro rata basis, and each such prepayment shall be applied paid to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesapplicable percentages of the Facility.

Prepayments. (A) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR LIBO Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) unless a Cash Dominion Event has occurred and is continuing, any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053(e). Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Revolving Lenders in accordance with their respective Applicable Percentages. (B) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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. (C) Subject to Section 2.09(b) and the satisfaction of the Payment Conditions, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent and the Term Loan Agent, at any time or from time to time, voluntarily prepay the Term Loan in whole or in part; provided that such notice must be received by the Administrative Agent and the Term Loan Agent not later than 11:00 a.m. three (3) Business Days prior to the date of such prepayment of the Term Loan. Each such notice shall specify the date and amount of such prepayment; provided, further, that the Borrowers shall not be required to satisfy the Payment Conditions in connection with any voluntary prepayment of a quarterly principal payment in respect of the Term Loan pursuant to Section 2.07(c), to the extent such voluntary prepayment is made within seven (7) days prior to the due date for such quarterly principal payment as set forth in Section 2.07(c). The Term Loan Agent will promptly notify each Term Lender of its receipt of each such notice, and of the amount of such Term Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment, together with any fees then due hereunder or under any other Loan Document, and the payment amount specified in such notice shall be due and payable on the date specified therein. Each such prepayment shall be applied to the Term Loan in inverse order of the payments due pursuant to Section 2.07(c). (D) If for any reason the Total Revolver Outstandings at any time exceed the Revolving Loan Cap as then in effect, the Borrowers shall immediately prepay Revolving Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Revolving Loans the Total Revolver Outstandings exceed the Revolving Loan Cap as then in effect. (E) The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section 6(m) hereof. (F) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event, regardless of whether a Cash Dominion Event then exists and is continuing. (G) Prepayments made pursuant to Section 2(e)(d), (e) and (f) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations, fourth, shall be applied ratably to the outstanding Term Loan in inverse order of the payments due pursuant to Section 2.07(c), and fifth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans, the prepayment in full of all Committed Revolving Loans outstanding at such time, the Cash Collateralization of the remaining L/C Obligations in full, and the prepayment in full of the Term Loan, may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three two (32) Business Days prior to any date of prepayment of LIBOR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $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 exceed the Loan Cap, as then in effect, the Borrower shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed Loan Cap. (d) The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.13 hereof. (e) If any transaction constituting a Prepayment Event is consummated at any time while Availability is less than $50,000,000 after giving effect to such transaction, the Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Proceeds received by a Loan Party on account of such Prepayment Event, irrespective of whether a Triggering Event then exists and is continuing. (f) Prepayments made pursuant to Section 2.05(c), (d) and (e) above, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. (g) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder.

Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from (a) From time to time the Borrower may voluntarily prepay Committed Loans the Loans, in whole or in part; provided that (i) such notice must be received by , subject to the Administrative Agent not later than 11:00 a.m. (A) provisions of Section 2.17 but otherwise without premium or penalty, upon at least three (3) Business Days prior Days' irrevocable notice to any date the Agent, in the case of prepayment of LIBOR Eurodollar Loans and (B) otherwise by 12:00 noon on the date of prepayment payment, specifying the date and amount of Base Rate Committed Loans; (ii) any prepayment prepayment. Partial prepayments of LIBOR Revolving Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a an aggregate principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, if less, the then outstanding principal amount of the Revolving Loans. Partial prepayments of Term Loans shall be in each casean aggregate principal amount of $500,000 or a whole multiple of $50,000 in excess thereof or, if less, the entire outstanding principal amount thereof then outstandingof the Loan being prepaid. Each All prepayments shall be allocated to the Lenders based on their respective Total Percentages (as such notice term is used in the definition of "Percentage"). The Borrower shall specify further instruct the date and amount of Lenders whether to apply such prepayment to Revolving Loans or Term Loans or both; provided such instructions shall require the same pro rata allocation by each Lender among the Revolving Loans and the Type(sTerm Loans held by them. (b) If any notice of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidprepayment is given, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment Prepayments of a LIBOR Loan the Loans shall be accompanied by all payment or accrued interest to the payment date on the principal amount prepaid, together with any additional amounts . (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 3.055.1(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. Subject 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 2.162.6(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 applied to the Committed Loans 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 prepayments of the Loans to the Lenders in accordance with their respective Applicable Percentageson a pro rata basis.

Prepayments. The (a) (i)The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty, subject to Section 3.05; provided that (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (Ax) three two (32) Business Days prior to any date of prepayment of LIBOR Term SOFR Loans and (By) on the date of prepayment of Base Rate Committed Loans; (iiB) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iiiC) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.13, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagespercentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) The Borrower shall, within five (5) Business Days after the Borrower or any of its Subsidiaries issues, assumes or incurs any Indebtedness (other than Permitted Indebtedness), (x) first, prepay Loans and all accrued and unpaid interest thereon until no Loans shall be outstanding and (y) second, permanently reduce the Aggregate Commitments (pro rata across each Lender’s Commitment), in each case in an aggregate amount for this clause (c) equal to 100% of the Net Proceeds of such Indebtedness. (d) The Borrower shall, within five (5) Business Days after the consummation of any Equity Issuance, (x) first, prepay Loans and all accrued and unpaid interest thereon until no Loans shall be outstanding and (y) second, permanently reduce the Aggregate Commitments (pro rata across each Lender’s Commitment), in each case in an aggregate amount for this clause (d) equal to 100% of the Net Proceeds of such Equity Issuance. (e) The Borrower shall, within five (5) Business Days after the consummation of any Property Prepayment Event, (x) first, prepay Loans and all accrued and unpaid interest thereon until no Loans shall be outstanding and (y) second, permanently reduce the Aggregate Commitments (pro rata across each Lender’s Commitment), in each case in an aggregate amount for this clause (e) equal to 100% of the Net Proceeds of such Property Prepayment Event; provided that if (A) the Borrower shall notify the Agent that the Borrower and its Subsidiaries intend to apply such Net Proceeds (or a portion thereof specified in such notification), within one hundred eighty (180) days after receipt of such Net Proceeds (or three hundred sixty (360) days of receipt thereof if the Borrower or any of its Subsidiaries enters into a legally binding commitment to invest such Net Proceeds within three hundred sixty (360) days of receipt thereof), to repair, restore or replace the relevant assets subject to such Property Prepayment Event or to acquire assets used or useful in the Borrower and its Subsidiaries’ business and (B) no Event of Default shall exist at such time, then no prepayment shall be required pursuant to this clause (e) in respect of Net Proceeds specified in such notification; provided, further, that if such Net Proceeds are not so reinvested within such one hundred eighty (180) (or three hundred sixty (360), as applicable) day period, then such prepayment shall be required to be made immediately following the end of such period. (f) The Borrower shall, within three (3) Business Days after receiving the Net Proceeds of a Closing Date Acquisition Prepayment Event (x) first, prepay Loans and all accrued and unpaid interest thereon until no Loans shall be outstanding and (y) second, permanently reduce the Aggregate Commitments (pro rata across each Lender’s Commitment), in each case in an aggregate amount for this clause (f) equal to 100% of such Net Proceeds.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. A.M. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (BChicago time) on the date of prepayment in the case of Base Rate Committed Loans; ABR Loans and at least three (ii3) any prepayment Business Days' prior notice to the Agent in the case of LIBOR Loans Loans, prepay (including, without limitation, all amounts payable pursuant to the terms of Section 2.17 hereof) the Notes in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, provided that (1) each partial payment shall be in a principal amount of not less than One Million Dollars ($1,000,000 or a whole multiple of $100,000 1,000,000) 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment case of a LIBOR Loan and Two Hundred Fifty Thousand Dollars ($250,000) in the case of an ABR Loan; and (2) LIBOR Loans may be prepaid only on the last day of the Interest Period for such Loans; provided, however, that such prepayment of LIBOR Loans may be made on any other Business Day if the Borrower pays at the time of such prepayment all amounts due pursuant to Section 2.17 hereof. Upon receipt of any such prepayments, the Agent will promptly thereafter cause to be distributed the applicable Ratable Share of such prepayment to each Bank for the account of its applicable Lending Office, except that prepayments of Swing Line Loans shall be accompanied by made solely to the Swing Line Bank. (b) The Borrower shall immediately upon a Change in Control prepay the Notes in full and all accrued interest on to the amount prepaiddate of such prepayment, together with any additional and in the case of LIBOR Loans all amounts required due pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages2.17 hereof.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time (i) voluntarily prepay Committed Base Rate Loans in whole or in partpart without premium or penalty, and (ii) voluntarily prepay LIBOR Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.03(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. The Borrower mayshall have the right to prepay any Borrowing, upon notice to the Administrative Agentwithout premium or penalty, at any time or from time to time voluntarily prepay Committed Loans in whole or in part; provided that part at any time and from time to time. Such prepayment of Revolving Credit Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) (i) with respect to Revolving Credit Loans, of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice must shall be received given by the Borrower no later than 10:00 a.m. (New York time) three Business Days prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent not later than 11:00 a.m. to each of the Lenders; (Ab) three (3) Business Days prior to any date each partial prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $500,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; and (B) on the date of prepayment of Base Rate Committed Loans; (iic) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be in a principal amount subject to compliance by the Borrower with the applicable provisions of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingSection 2.11. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan Borrowing shall be accompanied by all accrued interest on applied ratably to the amount prepaidRevolving Credit Loans included in the prepaid Borrowing, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16except that, each at the Borrower’s election, such prepayment shall not be applied to the Committed Loans any Revolving Credit Loan of the Lenders in accordance with their respective Applicable Percentagesa Defaulting Lender.

Prepayments. (a) The Borrower may, upon notice (which notice shall be in a form acceptable to the Administrative Agent) to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Term Loans in whole or in partpart without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A) three (3) two Business Days prior to any date of prepayment of LIBOR Term SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 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 $25,000 1,000,000 in excess thereof (or, in each case, if less, 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 whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and date, amount of such prepayment and the Type(s) of Committed Term Loans to be prepaid andprepaid, and if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR any Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Term Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart subject to payment of the Prepayment Premium then due, if any; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR LIBO Rate Loans shall be in a principal amount of $1,000,000 of$1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 50,000 or a whole multiple of $25,000 10,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. If the Borrowers shall fail to specify a voluntary prepayment as to the Loans then such prepayment shall be applied first to Base Rate Loans and second to LIBO Rate Loans in direct order of Interest Payment Dates. All such prepayments shall first be applied to Tranche A Revolving Loans until payment in full (and to Cash Collateralize any outstanding LC Obligations) and then to Tranche A-1 Revolving Loans. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that, (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $50,000. Each such notice shall specify the date and amount 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. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the LC Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the LC Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) If for any reason the Total Tranche A Outstandings at any time exceed the Tranche A Revolving Loan Limit as then in effect, the Borrowers shall immediately prepay Tranche A Revolving Loans, Swing Line Loans and/or Cash Collateralize the LC Obligations in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the LC Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Tranche A Revolving Loans and Swing Line Loans the Total Tranche A Outstandings exceed the Tranche A Revolving Loan Limit as then in effect. (e) If for any reason the Total Tranche A-1 Outstandings at any time exceed the Tranche A-1 Revolving Loan Limit as then in effect, the Borrowers shall immediately prepay Tranche A-1 Revolving Loans in an aggregate amount equal to such excess. (f) The Borrowers shall prepay the Loans and Cash Collateralize the LC Obligations to the extent required by the provisions of Section 6.13 hereof. (g) Subject to the Intercreditor Agreement with respect to Net Proceeds of Equipment Term Loan Priority Collateral, the Borrowers shall prepay the Loans and Cash Collateralize the LC Obligations in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event at any time a Cash Dominion Event then exists and is continuing. (h) Prepayments made pursuant to Section 2.05(c), (f) and (g) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans (first to the Tranche A Revolving Loans and then to the Tranche A-1 Revolving Loans and any accrued and unpaid interest), third, shall be used to Cash Collateralize the remaining LC Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining LC Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the LC Issuer or the Lenders, as applicable. Any payment in respect of Committed Loans, shall first be made to Tranche A Revolving Loans until payment in full (and to Cash Collateralize any outstanding LC Obligations) and then to Tranche A-1 Revolving Loans.

Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from (a) From time to time the Borrower may voluntarily prepay Committed Loans the Loans, in whole or in part; provided that (i) such notice must be received by , subject to the Administrative Agent not later than 11:00 a.m. (A) provisions of Section 2.17 but otherwise without premium or penalty, upon at least three (3) Business Days prior Days' irrevocable notice to any date the Agent, in the case of prepayment of LIBOR Eurodollar Loans and (B) otherwise by 12:00 noon on the date of prepayment payment, specifying the date and amount of Base Rate Committed Loans; (ii) any prepayment prepayment. Partial prepayments of LIBOR 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 $100,000 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 $25,000 50,000 in excess thereof or, in each case, if less, the entire outstanding principal amount thereof then outstandingof the Loan being prepaid. Each All prepayments shall be allocated to the Lenders based on their respective Total Percentages (as such notice term is used in the definition of "Percentage"). The Borrower shall specify further instruct the date and amount of Lenders whether to apply such prepayment to Revolving Loans or Term Loans or both; provided such instructions shall require the same pro rata allocation by each Lender among the Revolving Loans and the Type(sTerm Loans held by them. (b) If any notice of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidprepayment is given, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment Prepayments of a LIBOR Loan the Loans shall be accompanied by all payment or accrued interest to the payment date on the principal amount prepaid, together with . (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 amounts required 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 Section 3.05ERC 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). Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans 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 prepayments of the Loans to the Lenders in accordance with their respective Applicable Percentageson a pro rata basis.

Prepayments. The (a) Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR 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, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed, subject to Section 2.01, the Unencumbered Pool Value, Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. The Each Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) two Business Days prior to any date of prepayment of LIBOR Loans Term SOFR Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the The payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan Committed Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, if any. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately upon demand prepay Loans in an aggregate amount equal to such excess; provided, however, that Borrower shall have the right to designate which Loans and/or other Obligations are to be repaid hereunder.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Committed Loans in whole or in partpart without premium or penalty; provided that in the case of LIBOR Rate Loans (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) 1:00 p.m. three (3) Business Days prior to any the date of prepayment of LIBOR Loans and (B) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding, and in the case of Base Rate Loans (C) such notice must be received by the Administrative Agent not later than 1:00 p.m. on the date of prepayment of Base Rate Committed Loans; and (iiD) any such prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, whether the Loan to be prepaid is a Committed Loan (or other Borrowing, if applicable), the Type(s) of Committed Loans to be prepaid and, and if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by given, the Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Committed Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this clause (c) unless after the prepayment in full of the Loans, the Total Revolving Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR LIBO Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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. (c) If for any reason the Total Outstandings at any time exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect, the Borrowers shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect. (d) The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.13 hereof. (e) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event. (f) Prepayments made pursuant to Section 2.05(c), (d) and (e) above, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that that, unless otherwise agreed by the Administrative Agent, (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) three (3) two Business Days prior to any date of prepayment of LIBOR BSBY Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR BSBY Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $100,000 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 $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR BSBY 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, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any BSBY Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(B) unless after the prepayment in full of the Committed Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR LIBO Rate Loans shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be 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 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. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.13 hereof. (e) Unless such net proceeds are deposited by the Loan Parties in a DDA which is subject to a Blocked Account Agreement, the Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the net proceeds received by a Loan Party on account of any Prepayment Event occurring pursuant to clause (a) of the definition thereof, irrespective of whether a Cash Dominion Event then exists and is continuing. (f) Prepayments made pursuant to Section 2.05(c) and (d) above, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. The (a) Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR 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, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) If for any reason the Unsecured Indebtedness at any time exceeds the Unencumbered Pool Availability, Borrower shall immediately prepay (i) a portion of the Unsecured Indebtedness in an aggregate amount equal to such excess, or (ii) Loans in an aggregate amount equal to the lesser of (A) such excess, or (B) the aggregate outstanding balance under the Term Notes.

Prepayments. The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans or Term Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a minimum principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a minimum principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans or Term Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving Percentage or Applicable Term Percentage, as the case may be, of such prepayment. If such notice is given by the BorrowerBorrowers, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Revolving Loans or the Term Loans, as applicable, of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, (i) upon at least one Business Day's written notice to the Administrative Agent, prepay any Reference Rate Loan or (ii) on at least three Business Days' written notice and subject to the provisions of Section 2.11(b), prepay any LIBOR Rate Loan, in either case in whole at any time or from time to time voluntarily prepay Committed Loans in whole part in amounts aggregating $1,000,000 or in part; provided that (i) such notice must any larger multiple thereof, by paying the principal amount to be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior prepaid together with accrued interest thereon to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loansprepayment; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof orPROVIDED, in each caseHOWEVER, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any that no partial prepayment of a LIBOR Rate Loan shall may be accompanied by all accrued interest on made if the amount prepaid, together with any additional amounts required pursuant to Section 3.05principal balance of such LIBOR Rate. Subject to Section 2.16, each Loan outstanding after such prepayment is less than $5,000,000. Each such optional prepayment shall be applied to prepay the Committed Loans of the several Lenders in accordance with their respective Applicable Percentagesshares thereof. (b) The Borrower may not prepay all or any portion of the principal amount of any LIBOR Rate Loan prior to the Interest Period End Date applicable thereto except upon payment of breakage costs as contemplated by Section 2.13. (c) Upon receipt of a notice of prepayment pursuant to this Section 2.11, the Agent shall promptly notify such Lender of the contents thereof and of such Lender's ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower. (d) The Borrower shall from time to time prepay Loans immediately in an amount equal to the amount by which the sum of the Letter of Credit Exposure plus the outstanding amount of Loans exceeds the aggregate Commitment, whenever that occurs.

Prepayments. The Borrower (a) Subject to Section 2.09, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans prepayment; and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 10,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that prepayments applied to the Obligations pursuant to Section 6.13(d) shall not be subject to any prepayment minimums or notice requirements. Except as provided in Section 2.05(b)(z) below or in connection with a permanent reduction in the Aggregate Tranche A-1 Commitment permitted hereunder, all payments shall be first applied to Tranche A Loans, and upon payment of Tranche A Loans in full, to Tranche A-1 Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loansprepayment. The Administrative Agent will promptly notify each Appropriate 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 BorrowerLead Borrower and is not later revoked, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR LIBO Rate Loans shall be in a principal amount of $1,000,000 of$1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 50,000 or a whole multiple of $25,000 10,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. If the Borrowers shall fail to specify a voluntary prepayment as to the Loans then such prepayment shall be applied first to Base Rate Loans and second to LIBO Rate Loans in direct order of Interest Payment Dates. All such prepayments shall first be applied to Tranche A Revolving Loans until payment in full (and to Cash Collateralize any outstanding LC Obligations) and then to Tranche A-1 Revolving Loans. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that, (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $50,000. Each such notice shall specify the date and amount 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. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the LC Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the LC Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) If for any reason the Total Tranche A Outstandings at any time exceed the Tranche A Revolving Loan Limit as then in effect, the Borrowers shall immediately prepay Tranche A Revolving Loans, Swing Line Loans and/or Cash Collateralize the LC Obligations in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the LC Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Tranche A Revolving Loans and Swing Line Loans the Total Tranche A Outstandings exceed the Tranche A Revolving Loan Limit as then in effect. (e) If for any reason the Total Tranche A-1 Outstandings at any time exceed the Tranche A-1 Revolving Loan Limit as then in effect, the Borrowers shall immediately prepay Tranche A-1 Revolving Loans in an aggregate amount equal to such excess. (f) The Borrowers shall prepay the Loans and Cash Collateralize the LC Obligations to the extent required by the provisions of Section 6.13 hereof. (g) With respect to Net Proceeds of Term Loan Priority Collateral, so long as no Event of Default (as such term is defined under the Term Loan Agreement) under the Term Loan Agreement shall then exist, the Borrowers shall prepay the Loans and Cash Collateralize the LC Obligations in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event at any time a Cash Dominion Event then exists and is continuing. (h) Prepayments made pursuant to Section 2.05(c), (f) and (g) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans (first to the Tranche A Revolving Loans and then to the Tranche A-1 Revolving Loans and any accrued and unpaid interest), third, shall be used to Cash Collateralize the remaining LC Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining LC Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the LC Issuer or the Lenders, as applicable. Any payment in respect of Committed Loans, shall first be made to Tranche A Revolving Loans until payment in full (and to Cash Collateralize any outstanding LC Obligations) and then to Tranche A-1 Revolving Loans.

Prepayments. The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a minimum principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a minimum principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) two Business Days prior to any date of prepayment of LIBOR Loans Term SOFR Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of Five Million Dollars ($1,000,000 5,000,000) or a whole multiple of One Million Dollars ($100,000 1,000,000) in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of Five Hundred Thousand Dollars ($100,000 500,000) or a whole multiple of One Hundred Thousand Dollars ($25,000 100,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans and Revolving Loans in whole or in partpart without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B2) on the date of prepayment of Base Rate Committed Loans; (iiB) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iiiC) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.16, each such prepayment 2.04(a) shall be applied to the Committed Loans principal repayment installments thereof in inverse order of maturity. Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Prepayments. (a) The Borrower may, upon notice (which notice shall be in a form acceptable to the Administrative Agent) to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Term Loans in whole or in partpart without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A) three two (32) Business Days prior to any date of prepayment of LIBOR Term SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 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 $25,000 1,000,000 in excess thereof (or, in each case, if less, 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 whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and date, amount of such prepayment and the Type(s) of Committed Term Loans to be prepaid andprepaid, and if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR any Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Term Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon irrevocable notice from the Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $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 exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect, the Borrower shall immediately prepay Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect. (d) The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.13 hereof. In addition, the Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing; provided, however, that such amounts prepaid under this Section 2.05(d) in respect of LIBO Rate Loans shall be held in the Concentration Account and applied upon the next such date that such LIBO Rate Loan to be repaid under Section 2.05(a) hereof is scheduled to become due under this Agreement. (e) Prepayments made pursuant to this Section 2.05, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that provided, that, (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) two Business Days prior to any date of prepayment of LIBOR Term SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be substantially in the form of Exhibit I and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans, in each case, or such later time as is reasonably acceptable to the Administrative Agent; (ii) any prepayment of LIBOR Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof1,000,000; and (iii) any prepayment of Base Rate Committed Loans shall be in a minimum principal amount of $100,000 or a whole multiple of $25,000 in excess thereof 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 prepayment, the Type(s) of Committed Loans to be prepaid and, if LIBOR 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, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied promptly paid to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Borrower may, upon notice to Borrowers may prepay the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part; provided , at any time and from time to time, subject to the right to reborrow the same in accordance with the provisions of Section 2.01(a). The Borrowers may permanently prepay the Revolving Loans and Term Loans in whole or in minimum amounts of $1,000,000 and integral multiples of $1,000,000 in excess of that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) amount at any time upon at least three (3) Business Days Days' prior written notice to any date of prepayment of LIBOR Loans and the Collateral Agent from the Borrowers (B) on which the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans Collateral Agent shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof orpromptly transmit to each Lender), in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and (which shall be a Business Day) of prepayment, the aggregate principal amount of the prepayment, and whether such permanent prepayment and the Type(s) is of Committed Revolving Loans to be prepaid and, if LIBOR Loans are to be prepaidor Term Loans. When notice of prepayment is delivered as provided herein, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and principal amount of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower Loans referenced therein shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the prepayment date specified thereinin such notice. Any prepayment Voluntary permanent prepayments of a LIBOR Loan the Revolving Loans shall be accompanied by all accrued interest allocated ratably to such Loans based on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment then outstanding principal balances thereof and voluntary prepayments of the Term Loans shall be applied allocated ratably to the Committed Term Loans of based on the Lenders then outstanding principal balances thereof and each Term Lender's Term Loan Pro Rata Share thereof and then applied pro rata to all unpaid installments due to each Term Lender based on the respective principal balances thereof until paid in accordance with their respective Applicable Percentagesfull.

Prepayments. The Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty with Equity Proceeds or with the proceeds of Subordinated Indebtedness; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidLoans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPercentage and shall permanently reduce the Term Loan amount.

Prepayments. The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A) three (3) two Business Days prior to any date of prepayment of LIBOR Term SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $25,000 100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Borrower may, upon notice to may prepay the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part; provided , at any time and from time to time, subject to the right to reborrow the same in accordance with the provisions of Section 2.01(a). The Borrower may permanently prepay the Revolving Loans and Term Loans in whole or in minimum amounts of $1,000,000 and integral multiples of $1,000,000 in excess of that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) amount at any time upon at least three (3) Business Days Days' prior written notice to any date of prepayment of LIBOR Loans and the Collateral Agent from the Borrower (B) on which the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBOR Loans Collateral Agent shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof orpromptly transmit to each Lender), in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and (which shall be a Business Day) of prepayment, the aggregate principal amount of the prepayment, and whether such permanent prepayment and the Type(s) is of Committed Revolving Loans to be prepaid and, if LIBOR Loans are to be prepaidor Term Loans. When notice of prepayment is delivered as provided herein, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and principal amount of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower Loans referenced therein shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the prepayment date specified thereinin such notice. Any prepayment Voluntary permanent prepayments of a LIBOR Loan the Revolving Loans shall be accompanied by all accrued interest allocated ratably to such Loans based on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment then outstanding principal balances thereof and voluntary prepayments of the Term Loans shall be applied allocated ratably to the Committed Term Loans of based on the Lenders then outstanding principal balances thereof and each Term Lender's Term Loan Pro Rata Share thereof and then applied pro rata to all unpaid installments due to each Term Lender based on the respective principal balances thereof until paid in accordance with their respective Applicable Percentagesfull.

Prepayments. (a) The Borrower Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in partpart without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaidRate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, then the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 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 $100,000. Each such notice shall specify the date and amount 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. (c) If for any reason the Total Outstandings at any time exceed the Revolving Loan Cap as then in effect, the Borrowers shall immediately prepay the Revolving 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, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Loans the Total Outstandings exceed the Revolving Loan Cap as then in effect. (d) The Borrowers shall prepay the Loans and, after the occurrence and during the continuance of an Event of Default or to the extent required by the provisions of Section 2.06(c), Cash Collateralize the L/C Obligations to the extent required pursuant to the provisions of Section 6.12 hereof. (e) Prepayments made pursuant to Section 2.05(c) and (d) above, first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, 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 L/C Borrowings, Swing Line Loans, and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations (to the extent required hereunder) in full shall be deposited by the Agent in a deposit account of the Lead Borrower and may be utilized by the Borrowers in the ordinary course of its business to the 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 Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations.