Voluntary Prepayments Commitment Reductions. (a) Subject to paragraph (e) below, the Borrower shall not make any prepayments, in whole or in part (other than pursuant to Section 2.10 or to cure a Borrowing Base Deficiency pursuant to Section 2.17) and the Borrower shall not reduce or terminate the Revolving Loan Commitments at any time prior to the one (1) year anniversary of the Closing Date. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in part (other than pursuant to Section 2.10 or to cure a Borrowing Base Deficiency pursuant to Section 2.17), or the Revolving Loan Commitments are reduced or terminated either (i) by the Borrower or its Affiliates or (ii) by the Administrative Agent in accordance with Section 7 following an Event of Default caused by an intentional or willful breach of the Credit Agreement or any other Loan Document by any NF Party, prior to the one (1) year anniversary of the Closing Date, the Borrower shall pay the Lock-Out Make-Whole Payment to the Lenders on the date of any such prepayment, reduction or termination. (b) Subject to paragraph (e) below, the Borrower may make voluntary prepayments or voluntarily terminate the Revolving Loan Commitments, in whole but not in part, during the period from the one (1) year anniversary of the Closing Date through but not including the two (2) year anniversary of the Closing Date; provided, however, that if the Facility is prepaid in whole, or the Revolving Loan Commitments are reduced or terminated either (i) by the Borrower or its Affiliates or (ii) by the Administrative Agent in accordance with Section 7 following an Event of Default caused by an intentional or willful breach of the Credit Agreement or any other Loan Document by any NF Party, during such period, the Borrower shall pay the entire amount of Obligations outstanding at such time together with the applicable Prepayment Payment to the Lenders on the date of any such prepayment or termination. (c) Subject to paragraph (e) below, the Borrower may make voluntary prepayments or voluntarily terminate the Revolving Loan Commitments, in whole but not in part, during the period from the two (2) year anniversary of the Closing Date through but not including the date that is thirty (30) calendar months following the Closing Date; provided, however, that if the Facility is prepaid in whole, or the Revolving Loan Commitments are reduced or terminated either (i) by the Borrower or its Affiliates or (ii) by the Administrative Agent in accordance with Section 7 following an Event of Default caused by an intentional or willful breach of the Credit Agreement or any other Loan Document by any NF Party, during such period, the Borrower shall pay the entire amount of Obligations outstanding at such time together with the applicable Prepayment Payment to the Lenders on the date of any such prepayment or termination. (d) From and after the date that is thirty (30) calendar months following the Closing Date, the Borrower may prepay the Loans or reduce or terminate the Revolving Loan Commitments, in whole but not in part, at any time upon ten (10) Business Days’ prior written notice to the Lenders and the Administrative Agent without the obligation to pay any Prepayment Payment or Lock-Out Make-Whole Payment. (e) For the avoidance of doubt, the repayment of the Loans pursuant to Sections 2.10 or 2.17 shall not result in the obligation to pay the Prepayment Payment or the Lock-Out Make-Whole Payment. (f) Concurrently with any prepayment pursuant to this Section 2.7, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of such prepayment. (g) Any prepayment pursuant to this Section 2.7 shall be allocated to the Class A Loans and the Class B Loans (i) unless an Event of Default has occurred and is continuing, at any time that a Borrowing Base Deficiency exists, (A) first, any amount necessary to reduce the Class A Borrowing Base Deficiency Amount, it any, to zero, (B) second, any amount necessary to reduce the Class B Borrowing Base Deficiency Amount, if any, to zero and (C) third, pro rata based on the amount of the Class A Revolving Loan Commitments and Class B Revolving Loan Commitments immediately before such reduction, (ii) unless an Event of Default has occurred and is continuing, at any time no Borrowing Base Deficiency exists, pro rata based on the amount of the Class A Revolving Loan Commitments and Class B Revolving Loan Commitments immediately before such reduction and (iii) if an Event of Default has occurred and is continuing, first to the Class A Loans until the principal balance of the Class A Loans is reduced to zero and thereafter to the Class B Loans.
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Voluntary Prepayments Commitment Reductions. (a) Subject to paragraph (e) below, the Borrower shall not make any prepayments, in whole or in part (other than pursuant to Section 2.10 or to cure a Borrowing Base Deficiency pursuant to Section 2.17) and the Borrower shall not reduce or terminate the Revolving Loan Commitments at any time prior to the one (1) year anniversary of the Closing Date. Notwithstanding the foregoing, if the Facility is prepaid, in whole or in part (other than pursuant to Section 2.10 or to cure a Borrowing Base Deficiency pursuant to Section 2.17)part, or the Revolving Loan Commitments are reduced or terminated either (i) by the Borrower or its Affiliates or (ii) by the Administrative Agent in accordance with Section 7 following an Event of Default caused by an intentional or willful breach of the Credit this Agreement or any other Loan Credit Document by any NF Credit Party, prior to the one (1) year anniversary of the Closing Date, the Borrower shall pay (unless the Change of Ownership Make-Whole Payment is due pursuant to paragraph (g) below) the Lock-Out Make-Whole Payment to the Lenders on the date of any such prepayment, reduction or termination.
(b) Subject to paragraph (e) below, the Borrower may make voluntary prepayments or voluntarily terminate the Revolving Loan Commitments, in whole but not in part, during the period from the one (1) year anniversary of the Closing Date through but not including the two (2) year anniversary of the Closing Date; provided, however, that if the Facility is prepaid in whole, whole or the Revolving Loan Commitments are reduced or terminated during such period either (i) by the Borrower or its Affiliates or (ii) by the Administrative Agent in accordance with Section 7 following an Event of Default caused by an intentional or willful breach of the Credit this Agreement or any other Loan Credit Document by any NF Credit Party, during such period, the Borrower shall pay the entire amount of Obligations outstanding at such time together with the applicable Prepayment Payment to the Lenders on the date of any such prepayment or termination.
(c) Subject to paragraph (e) below, the Borrower may make voluntary prepayments or voluntarily terminate the Revolving Loan Commitments, in whole but not in part, during the period from the two (2) year anniversary of the Closing Date through but not including the date that is thirty (30) calendar months following the Closing Date; provided, however, that if the Facility is prepaid in whole, whole or the Revolving Loan Commitments are reduced or terminated during such period either (i) by the Borrower or its Affiliates or (ii) by the Administrative Agent in accordance with Section 7 following an Event of Default caused by an intentional or willful breach of the Credit this Agreement or any other Loan Credit Document by any NF Credit Party, during such period, the Borrower shall pay the entire amount of Obligations outstanding at such time together with the applicable Prepayment Payment to the Lenders on the date of any such prepayment or termination.
(d) From and after the date that is thirty (30) calendar months following the Closing Date, the Borrower may prepay the Loans or reduce or terminate the Revolving Loan Commitments, in whole but not in part, at any time upon ten (10) Business Days’ prior written notice to the Lenders and the Administrative Agent without the obligation to pay any Prepayment Payment or Lock-Out Make-Whole Payment.
(e) For the avoidance of doubt, (i) the Borrower shall not make any prepayments in part and the Borrower shall not reduce the Revolving Loan Commitments in part at any time and (ii) the repayment of the Loans pursuant to Section 2.8, Sections 2.10 2.10(a)(v), 2.10(b)(v), 2.10(b)(vi) or 2.17 2.10(b)(vii), and shall not result in the obligation to pay the Prepayment Payment or the Lock-Out Make-Whole Payment.
(f) Concurrently with any prepayment pursuant to this Section 2.7, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of such prepayment.
(g) Any prepayment pursuant to this Section 2.7 shall be allocated to If, in connection with a Change of Ownership, the Class A Borrower prepays the Loans and or terminates the Class B Loans (i) unless an Event of Default has occurred and is continuingRevolving Loan Commitments, in whole but not in part, at any time that a Borrowing Base Deficiency existsprior to the one (1) year anniversary of the Closing Date, (A) first, any amount necessary then the Borrower shall pay the Change of Ownership Make-Whole Payment to reduce the Class A Borrowing Base Deficiency Amount, it any, to zero, (B) second, any amount necessary to reduce the Class B Borrowing Base Deficiency Amount, if any, to zero and (C) third, pro rata based Lenders on the amount date of any such prepayment or termination.
(h) The Borrower agrees that each of the Class A Lock-Out Make-Whole Payment, Change of Ownership Make-Whole Payment and Prepayment Payment is a reasonable calculation of Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early termination of the Revolving Loan Commitments and Class B Revolving Loan Commitments immediately before such reduction, (ii) unless an Event of Default has occurred and is continuing, at any time no Borrowing Base Deficiency exists, pro rata based on the amount of the Class A Revolving Loan Commitments and Class B Revolving Loan Commitments immediately before such reduction and (iii) if an Event of Default has occurred and is continuing, first to the Class A Loans until the principal balance of the Class A Loans is reduced to zero and thereafter to the Class B LoansCommitments.
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