Common use of Principal Repayments Clause in Contracts

Principal Repayments. (a) The Borrower shall be entitled at its option, at any time, to repay the Advances Outstanding, in whole or in part, without any premium or penalty; provided that (i) the Borrower shall give prior written notice of such repayment substantially in the form of Exhibit A-2 to the Administrative Agent (with a copy to the Collateral Custodian) by at least (A) 12:00 p.m. (New York City time) on the date of such repayment and (ii) any repayment of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to the Borrower under Section 2.7(a)(16), Section 2.7(b)(6) or Section 2.8(11)). In connection with any such repayment of Advances Outstanding, the Borrower shall deliver to the Administrative Agent by 1:00 p.m. (New York City time) (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued Interest, but only to the extent such accrued Interest is requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding and to the payment of accrued Interest on the amount of the Advances Outstanding to be repaid. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Advances that bear interest at the Base Rate, and then, ratably, to the Advances that bear interest at Daily Simple SOFR.

Principal Repayments. (a) The Borrower shall be entitled at its option, may at any time, to time repay the outstanding Revolving Credit Advances Outstanding, in whole or in part, without any premium or penaltyand Swing Line Advances hereunder; provided that (i) unless such payment is to cure a Funding Excess or to avoid the occurrence of an Account Control Event or a Termination Event under Section 8.1(v) (in which case same-day notice shall be permitted), the Borrower shall give not less than (X) in the case of any repayment of $25,000,000 or less, two (2) Business Days’ prior written notice or (Y) otherwise, five (5) Business Days’ prior written notice, in each case of any such repayment to the Administrative Agent substantially in the form of Exhibit A-2 2.3(g) (each such notice, a “Repayment Notice”), (ii) each such notice shall be irrevocable, (iii) each such notice shall specify the amount of the requested repayment and the proposed date of such repayment (which shall be a Business Day), (iv) any such repayment shall be applied first, to the Administrative Agent (with a copy Swing Line Advance until the Outstanding Principal Amount thereof has been reduced to zero and second, pro rata to the Collateral CustodianLenders to reduce the outstanding Revolving Credit Advances until the Revolving Credit Advances have been reduced to zero and (v) any such repayment must be accompanied by at least payment of (A) 12:00 p.m. (New York City time) all interest, Fees and other amounts accrued and unpaid on the portion of the outstanding principal balance of the Revolving Credit Advances to be repaid through but excluding the date of such repayment and (iiB) any repayment of Advances Outstanding (other than amounts required to be paid in accordance with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to the Borrower under Section 2.7(a)(16)2.15, Section 2.7(b)(6) or Section 2.8(11)). In connection with any such repayment of Advances Outstanding, the Borrower shall deliver to the Administrative Agent by 1:00 p.m. (New York City time) (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued Interest, but only to the extent such accrued Interest is requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in fullif any. The Administrative Agent foregoing requirements shall not apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding and to the payment of accrued Interest on the outstanding principal amount of Revolving Credit Advances or Swing Line Advances as a result of the Advances Outstanding to be repaid. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment application of Collections or other amounts pursuant to this Section 2.3(a) shall be irrevocable2.8. Upon receipt of any notice or instructions from To the Borrower pursuant to this Section 2.3(a)extent permitted by the foregoing sentences, the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) amounts prepaid shall be applied first to the any Index Rate Advances that bear interest at the Base Rate, then outstanding and then, ratably, then to the Advances that bear interest at Daily Simple SOFRoutstanding LIBOR Rate Advances.

Principal Repayments. (a) The Borrower shall be entitled at its option, at any time, to repay the Advances Outstanding, Outstanding in whole or in part, without any premium or penaltypenalty except for any Breakage Costs owing hereunder; provided that (i) the Borrower shall give prior written notice of such repayment substantially in the form of Exhibit A-2 to the Administrative Agent (with a copy to the Collateral Custodian) by at least (A) 12:00 p.m. (New York City time) on the date of such repayment and (ii) any repayment of Advances Outstanding pursuant to this clause (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zeroa) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to Loan). If the Borrower under Section 2.7(a)(16)fails to make a timely selection of the Advance(s) Outstanding to be repaid, Section 2.7(b)(6such payment shall be applied, first, to pay any Advance(s) or Section 2.8(11)Outstanding bearing interest at the Base Rate and, second, to other Advance(s) Outstanding in the order of the remaining duration of their respective LIBOR Rate index periods (the Advance Outstanding with the shortest remaining LIBOR Rate index period to be repaid first). In connection with any such repayment of Advances Outstanding, the Borrower shall deliver to the Administrative Agent by 1:00 p.m. (New York City time) on the date of such repayment (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued Interest, but only to and unpaid Interest on the extent such accrued Interest is requested with such repayment by the applicable Lenderprincipal amount being repaid; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the immediately succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding of the same type of rate and LIBOR Rate index period and to the payment of accrued Interest on the amount of the Advances Outstanding of the same type of rate and LIBOR Rate index period to be repaid. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment pursuant to this Section 2.3(a) shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Advances that bear interest at the Base Rate, and then, ratably, to the Advances that bear interest at Daily Simple SOFR.

Principal Repayments. (a) The Borrower shall be entitled at its option, at any time, to repay the Advances Outstanding, in whole or in part, without any premium or penalty; provided that Outstanding (i) the Borrower shall give prior written notice of such repayment substantially in the form of Exhibit A-2 to the Administrative Agent (with a copy to the Collateral Custodian) by at least (A) 12:00 p.m. (New York City timeTime) on the date of such repayment and (ii) any repayment of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to the Borrower under Section 2.7(a)(162.7(a)(17), Section 2.7(b)(62.7(b)(5) or Section 2.8(11)). In connection with any such repayment of Advances [FS Investment] Loan and Security Agreement Outstanding, the Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Custodian) by 1:00 p.m. (New York City timeTime) (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued InterestInterest and any Breakage Costs, but only to the extent such accrued Interest is and/or Breakage Costs are requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding and Outstanding, to the payment of accrued Interest on the amount of the Advances Outstanding to be repaidrepaid and to the payment of any Breakage Costs. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Advances that bear interest at the Base Rate, second, ratably, to the Advances that bear interest at Daily Simple SOFR and then, ratably, to the Advances that bear interest at Daily Simple Term SOFR, in the direct order of Interest Period maturities.

Principal Repayments. (a) The Subject to Section 12.15(b), the Borrower shall be entitled at its option, may at any time, to time repay the outstanding Advances Outstanding, in whole or in part, without any premium or penaltyhereunder; provided that (i) the Borrower shall give not less than one Business Day’s prior written notice of any such repayment to the Administrative Agent substantially in the form of Exhibit A-2 2.03(h) (each such notice, a “Repayment Notice”), (ii) each such notice shall be irrevocable, (iii) each such notice shall specify the amount of the requested repayment and the proposed date of such repayment (which shall be a Business Day), (iv) any such repayment shall be applied first to the Administrative Agent (with a copy Swing Line Loan until the Outstanding Principal Amount thereof has been reduced to zero, and second to the Collateral Custodianoutstanding Revolving Credit Advances (provided, that if a Funding Excess exists and any outstanding Swing Line Advances were made in violation of the fourth sentence of Section 2.01(b)(i) or were funded after the Commitment Termination Date, then such Swing Line Advance will be repaid after the Revolving Credit Advances) and (v) any such repayment must be accompanied by at least payment of (A) 12:00 p.m. (New York City time) all interest accrued and unpaid on the portion of the outstanding principal balance of the Advances to be repaid through but excluding the date of such repayment and (ii) any repayment of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely the amounts required to be paid in accordance with amounts otherwise distributable to the Borrower under Section 2.7(a)(16)2.10, Section 2.7(b)(6) or Section 2.8(11))if any. In connection with any Any such notice of repayment of Advances Outstanding, the Borrower shall deliver to must be received by the Administrative Agent by 1:00 no later than 4:00 p.m. (New York City time) (1) instructions on the Business Day immediately preceding the date of the proposed repayment; provided, further, that the foregoing requirements shall not apply to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued Interest, but only to the extent such accrued Interest is requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding and to the payment of accrued Interest on the outstanding principal amount of Advances as a result of the Advances Outstanding to be repaid. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment application of Collections pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Advances that bear interest at the Base Rate, and then, ratably, to the Advances that bear interest at Daily Simple SOFR2.08.

Principal Repayments. (a) i. The Borrower shall be entitled at its option, at any time, to repay the Advances Outstanding, in whole or in part, without any premium or penalty; provided that (i) the Borrower shall give prior written notice of such repayment substantially in the form of Exhibit A-2 to the Administrative Agent (with a copy to the Collateral Custodian) by at least (A) 12:00 p.m. (New York City timeTime) on the date of such repayment and (ii) any repayment of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to the Borrower under Section 2.7(a)(162.7(a)(17), Section 2.7(b)(62.7(b)(5) or Section 2.8(112.8(1112)). In connection with any such repayment of Advances Outstanding, the Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Custodian) by 1:00 p.m. (New York City timeTime) (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued InterestInterest and any Breakage Costs, but only to the extent such accrued Interest is and/or Breakage Costs are requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding Outstanding, and to the payment of accrued Interest on the amount of the Advances Outstanding to be repaidrepaid and to the payment of any Breakage Costs. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Advances that bear interest at the Base Rate, second, ratably, to the Advances that bear interest at Daily Simple SOFR and then, ratably, to the Advances that bear interest at Daily Simple Term SOFR, in the direct order of Interest Period maturities.

Principal Repayments. (a) The Borrower shall be entitled at its option, at any time, to repay the Advances Outstanding, in whole or in part, without any premium or penalty; provided that Outstanding (i) the Borrower shall give prior written notice of such repayment substantially in the form of Exhibit A-2 to the Administrative Agent (with a copy to the Collateral Custodian) by at least (A) 12:00 p.m. (New York City timeTime) on the date of such repayment and (ii) any repayment of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to the Borrower under Section 2.7(a)(162.7(a)(17), Section 2.7(b)(62.7(b)(5) or Section 2.8(11)). In connection with any such repayment of Advances Outstanding, the Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Custodian) by 1:00 p.m. (New York City timeTime) (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued InterestInterest and any Breakage Costs, but only to the extent such accrued Interest is and/or Breakage Costs are requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding and Outstanding, to the payment of accrued Interest on the amount of the Advances Outstanding to be repaidrepaid and to the payment of any Breakage Costs. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Advances that bear interest at the Base Rate, and then, ratably, to the Advances that bear interest at Daily Simple SOFR.

Principal Repayments. (a) The Borrower shall be entitled at its option, at any time, to repay the Advances Outstanding, in whole or in part, without any premium or penalty; provided that (i) the Borrower shall give prior written notice of such repayment substantially in the form of Exhibit A-2 to the Administrative Agent (with a copy to the Collateral Custodian) by at least (A) 12:00 p.m. (New York City timeTime) on the date of such repayment and repayment, (ii) any repayment of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to the Borrower under Section 2.7(a)(16), Section 2.7(b)(6) or Section 2.8(11))) and (iii) the Borrower shall pay to the Administrative Agent, to be distributed pro rata to each Lender, an amount equal to any Prepayment Premium, if any, then due and payable pursuant to the terms hereof. In connection with any such repayment of Advances Outstanding, the Borrower shall deliver to the Administrative Agent by 1:00 p.m. (New York City timeTime) (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued InterestInterest and any Breakage Costs, but only to the extent such accrued Interest is and/or Breakage Costs are requested with such repayment by the applicable Lender; provided that, that the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding and to the payment of accrued Interest on the amount of the Advances Outstanding to be repaidrepaid and to the payment of any Breakage Costs. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Loan Advances that bear interest at the Base Rate, second, ratably, to the Loan Advances that bear interest at Daily Simple SOFR and then, ratably, to the Loan Advances that bear interest at Daily Simple Term SOFR, in the direct order of Interest Period maturities.

Principal Repayments. (a) The Borrower shall be entitled at its option, at any time, to repay the Advances Outstanding, in whole or in part, without any premium or penalty; provided that (i) the Borrower shall give prior written notice of such repayment substantially in the form of Exhibit A-2 to the Administrative Agent (with a copy to the Collateral Custodian) by at least (A) 12:00 p.m. (New York City timeTime) on the date of such repayment and (ii) any repayment of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to the Borrower under Section 2.7(a)(162.7(a)(17), Section 2.7(b)(62.7(b)(5) or Section 2.8(112.8(12)). In connection with any such repayment of Advances Outstanding, the Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Custodian) by 1:00 p.m. (New York City timeTime) (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued Interest, but only to the extent such accrued Interest is are requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding and to the payment of accrued Interest on the amount of the Advances Outstanding to be repaid. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Advances that bear interest at the Base Rate, and then, ratably, to the Advances that bear interest at Daily Simple SOFR.

Principal Repayments. (a) The Borrower shall be entitled at its option, may at any time, to time repay the outstanding Advances Outstanding, in whole or in part, without any premium or penaltyhereunder; provided that (i) the Borrower shall give not less than one Business Day’s prior written notice of any such repayment to the Administrative Agent substantially in the form of Exhibit A-2 to 2.03(h) (each such notice, a “Repayment Notice”), (ii) each such notice shall be irrevocable, (iii) each such notice shall specify the Administrative Agent (with a copy to amount of the Collateral Custodian) by at least (A) 12:00 p.m. (New York City time) on requested repayment and the proposed date of such repayment and (ii) any repayment of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) which shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to the Borrower under Section 2.7(a)(16Business Day), Section 2.7(b)(6(iv) or Section 2.8(11)). In connection with any such repayment of Advances Outstanding, the Borrower shall deliver to the Administrative Agent by 1:00 p.m. (New York City time) (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued Interest, but only to the extent such accrued Interest is requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding and to the payment of accrued Interest on the amount of the Advances Outstanding to be repaid. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Advances that bear interest at Swing Line Loan until the Base RateOutstanding Principal Amount thereof has been Receivables Funding and Administration Agreement reduced to zero, and then, ratably, second to the outstanding Revolving Credit Advances (provided, that bear if a Funding Excess exists and any outstanding Swing Line Advances were made in violation of the fourth sentence of Section 2.01(b)(i) or were funded after the Commitment Termination Date, then such Swing Line Advance will be repaid after the Revolving Credit Advances) and (v) any such repayment must be accompanied by payment of all interest at Daily Simple SOFRaccrued and unpaid on the portion of the outstanding principal balance of the Advances to be repaid through but excluding the date of such repayment. Any such notice of repayment must be received by the Administrative Agent no later than 2:00 p.m. (New York time) on the Business Day immediately preceding the date of the proposed repayment; provided, further, that the foregoing requirements shall not apply to repayment of the outstanding principal amount of Advances as a result of the application of Collections pursuant to Section 2.08.

Principal Repayments. (a) The Borrower shall be entitled at its option, may at any time, to time repay the outstanding Advances Outstanding, in whole or in part, without any premium or penaltyhereunder; provided that (i) the Borrower shall give not less than one Business Day’s prior written notice of any such repayment to the Administrative Agent substantially in the form of Exhibit A-2 2.03(h) (each such notice, a “Repayment Notice”), (ii) each such notice shall be irrevocable, (iii) each such notice shall specify the amount of the requested repayment and the proposed date of such repayment (which shall be a Business Day), (iv) any such repayment shall be applied first to the Administrative Agent (with a copy Swing Line Loan until the Outstanding Principal Amount thereof has been reduced to zero, and second to the Collateral Custodianoutstanding Revolving Credit Advances (provided, that if a Funding Excess exists and any outstanding Swing Line Advances were made in violation of the fourth sentence of Section 2.01(b)(i) or were funded after the Commitment Termination Date, then such Swing Line Advance will be repaid after the Revolving Credit Advances) and (v) any such repayment must be accompanied by at least payment of (A) 12:00 p.m. (New York City time) all interest accrued and unpaid on the portion of the outstanding principal balance of the Advances to be repaid through but excluding the date of such repayment and (ii) any repayment of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely the amounts required to be paid in accordance with amounts otherwise distributable to the Borrower under Section 2.7(a)(16)2.10, Section 2.7(b)(6) or Section 2.8(11))if any. In connection with any Any such notice of repayment of Advances Outstanding, the Borrower shall deliver to must be received by the Administrative Agent by 1:00 no later than 4:00 p.m. (New York City time) (1) instructions on the Business Day immediately preceding the date of the proposed repayment; provided, further, that the foregoing requirements shall not apply to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued Interest, but only to the extent such accrued Interest is requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding and to the payment of accrued Interest on the outstanding principal amount of Advances as a result of the Advances Outstanding to be repaid. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment application of Collections pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Advances that bear interest at the Base Rate, and then, ratably, to the Advances that bear interest at Daily Simple SOFR2.08.

Principal Repayments. (a) The Borrower shall be entitled at its option, at any time, to repay the Advances Outstanding, Outstanding in whole or in part, without any premium or penalty; provided that (i) the Borrower shall give prior written notice of such repayment substantially in the form of Exhibit A-2 to the Administrative Agent (with a copy to the Collateral Custodian) by at least (A) 12:00 p.m. (New York City timeTime) on the date of such repayment and (ii) any repayment of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to the Borrower under Section 2.7(a)(162.7(a)(17), Section 2.7(b)(62.7(b)(5) or Section 2.8(112.8(10)). In connection with any such repayment of Advances Outstanding, the Borrower shall deliver to the Administrative Agent (with a copy to the Collateral Custodian) by 1:00 p.m. (New York City timeTime) (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with, if the Advances Outstanding are being repaid in whole in connection with an optional termination, all accrued InterestInterest and any Breakage Costs, but only to the extent such accrued Interest is and/or Breakage Costs are requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding and Outstanding, to the payment of accrued Interest on the amount of the Advances Outstanding to be repaidrepaid and to the payment of any Breakage Costs. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Advances that bear interest at the Base Rate, and then, ratably, to the Advances that bear interest at Daily Simple SOFR.