Common use of Notice and Terms of Optional Prepayment Clause in Contracts

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder in the case of prepayment of a Eurodollar Revolving Credit Borrowing, not later than 12:00 noon, New York time, three Business Days before the date of prepayment, in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York time, one Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon, New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b). Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line Loan, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of (A) a Eurodollar Term Benchmark Revolving Credit Borrowing, not later than 12:00 noonp.m., New York time, three (3) Business Days before the date of prepayment or (B) an RFR Borrowing, not later than 11:00 a.m., New York time, five (5) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York time, one Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noonp.m., New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments Aggregate Maximum Credit Amount as contemplated by Section 2.05(b2.05(b)(ii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b2.05(b)(ii). Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimilefacsimile or electronic communication) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Credit Term SOFR Borrowing, not later than 12:00 noon, New York Houston, Texas time, three two Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York timeHouston, one Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon, New York Texas time, on the date of prepayment. Each such notice shall be confirmed promptly by hand delivery or email to the Administrative Agent of a written notice of prepayment signed by a Responsible Officer of the Borrower. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(b2.06(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b2.06(b); provided further, that, subject to Section 5.02, the Borrower may rescind any notice of prepayment if such prepayment would have resulted from a refinancing of all or a material part of the Obligations, which refinancing shall not be consummated or shall otherwise be delayed. Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.023.02 and any payments to the extent required by Section 5.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder in the case of prepayment of a Eurodollar Revolving Credit Borrowing, not later than 12:00 noon, New York Detroit time, three Business Days before the date of prepayment, or in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York time, one Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon, New York Detroit time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b). Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line Loan, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone telephone, facsimile or e-mail (confirmed by facsimile) of any prepayment hereunder in the case of prepayment of a Eurodollar Revolving Credit Borrowing, not later than 12:00 noon, New York time, three Business Days before the date of prepayment, in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York time, one Business Day before the date of prepayment and, in the case of telephonic notice, confirmed by hand delivery, facsimile or e-mail) of any prepayment of an ABR Swing Line Loan or Quoted Rate Loan, hereunder not later than 12:00 noonp.m., New York Eastern time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaidprepaid (which shall be (x) in the case of a prepayment of any ABR Borrowing or Swingline Borrowing, in an amount that is an integral multiple of $250,000 and not less than $250,000 or equal to the aggregate principal balance outstanding of such ABR Borrowing; (y) in the case of a prepayment of any LIBOR Borrowing, in an amount that is an integral multiple of $500,000 and not less than $1,000,000 or equal to the aggregate principal balance outstanding of such LIBOR Borrowing and (z) in the case of a prepayment of any EURIBOR Borrowing, in an amount that is an integral multiple of €500,000 and not less than €1,000,000 or equal to the aggregate principal balance outstanding of such EURIBOR Borrowing) and specify whether Revolving Loans or Term Loans are being repaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.05(b), then Borrower may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such notice condition is not satisfied, subject to the payment of termination is revoked in accordance with any compensation required by Section 2.05(b)5.02. Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephone (confirmed by telecopy or electronic mail) of any prepayment hereunder (i) in the case of prepayment of (x) a Eurodollar Revolving Credit Term Benchmark Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment or (y) an RFR Borrowing, not later than 12:00 noon New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon10:30 a.m., New York City time, one Business Day before the date of prepayment andprepayment, or (iii) in the case of prepayment of an ABR Swing Line Loan or Quoted Rate a Swingline Loan, not later than 12:00 noon10:30 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(b)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b)2.07. Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case aggregating $3,000,000 or any larger multiple of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02$1,000,000. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.023.02 and any break funding payments required by Section 5.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of (A) a Eurodollar Revolving Credit Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York Dallas, Texas time, three (3) Business Days before the date of prepayment or (B) an RFR Borrowing, not later than 11:00 a.m., Dallas, Texas time, five (5) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon10:00 a.m., New York timeDallas, one Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon, New York Texas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a conditional notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(b2.06(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b2.06(b). Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing. The Borrower may repay Revolving Credit BorrowingLoans without having to ratably repay Term Loans and, subject to Section 3.04(e), may repay Term Loans without having to ratably repay Revolving Loans; provided that any repayments of Revolving Loans must be repaid ratably among Revolving Lenders and any voluntary repayments of Term Loans must be repaid ratably among the Term Lenders. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02. For the avoidance of doubt, this Section 3.04(b) shall not apply to any prepayment of Swingline Loans, which shall be governed by Section 2.09(c)(i).

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder in the case of prepayment of a Eurodollar Revolving Credit Borrowing, not later than 12:00 noonp.m., New York time, three Business Days before the date of prepayment, and in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York time, one Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noonp.m., New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments Aggregate Maximum Credit Amount as contemplated by Section 2.05(b2.05(b)(ii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b2.05(b)(ii). Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder in the case of prepayment of a Eurodollar Revolving Credit Term Benchmark Borrowing, not later than 12:00 noonp.m., New York time, three Business Days before the date of prepayment, in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noonp.m., New York time, one Business Day before on the date of prepayment and, in the case of prepayment of an ABR a Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon1:00 p.m., New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments Aggregate Maximum Credit Amount as contemplated by Section 2.05(b2.05(b)(ii) or in connection with a conditional notice of termination of the Aggregate Elected Revolving Commitment Amount as contemplated by Section 2.01(c)(vii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b2.05(b)(ii) or Section 2.01(c)(vii), as applicable. Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line Loan, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.022.02 or Section 2.08, as applicable. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing. The Borrower may repay Revolving Credit BorrowingLoans without having to ratably repay Term Loans and, subject to Section 3.03(e), may repay Term Loans without having to ratably repay Revolving Credit Loans; provided that any repayments of Revolving Credit Loans must be repaid ratably among Revolving Credit Lenders and any voluntary prepayments of Term Loans must be repaid ratably among Term Lenders. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimilefacsimile or electronic communication) or by electronic communication of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Credit Term SOFR Borrowing, not later than 12:00 noon, New York Houston, Texas time, three U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York Houston, Texas time, one Business Day before the date of prepayment and, or (iii) in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loana Daily Simple SOFR Borrowing, not later than 12:00 noon, New York Houston, Texas time, on five U.S. Government Securities Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments Aggregate Maximum Credit Amounts as contemplated by Section 2.05(b2.06(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b2.06(b). Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.023.02 and any payments to the extent required by Section 5.02. For the avoidance of doubt, this Section 3.04(b) shall not apply any prepayment of Swingline Loans, which shall be governed by Section 2.09(c)(i).

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder in the case of prepayment of a Eurodollar Term Benchmark Revolving Credit Borrowing, not later than 12:00 noonp.m., New York time, three Business Days before the date of prepayment, in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noonp.m., New York time, one Business Day before on the date of prepayment and, in the case of prepayment of an ABR a Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon1:00 p.m., New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments Aggregate Maximum Credit Amount as contemplated by Section 2.05(b2.05(b)(ii) or in connection with a conditional notice of termination of the Aggregate Elected Commitment Amount as contemplated by Section 2.01(b)(vii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b2.05(b)(ii) or Section 2.01(b)(vii), as applicable. Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line Loan, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.in

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone or e-mail (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Credit Term SOFR Borrowing, not later than 12:00 noon, New York City time, three (3) U.S. Government Securities Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon, New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a that any such notice may state that it is conditioned upon the occurrence of prepayment is given in connection with a conditional notice any event specified therein (including the effectiveness of termination of the Commitments as contemplated by Section 2.05(bother credit facilities), then in which case such notice of prepayment may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.05(b)not satisfied. Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing. The Borrower may prepay Revolving Credit BorrowingLoans pursuant to Section 3.04(a), without having to ratably prepay Term Loans and may repay Term Loans without having to ratably repay Revolving Loans; provided that any prepayments of Revolving Loans must be paid ratably among the Revolving Lenders and any prepayments of Term Loans must be paid ratably among the Term Lenders. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of (A) a Eurodollar Revolving Credit Term Benchmark Borrowing, not later than 12:00 noon11:00 a.m., New York Dallas, Texas time, three (3) Business Days before the date of prepayment or (B) an RFR Borrowing, not later than 11:00 a.m., Dallas, Texas time, five (5) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon10:00 a.m., New York timeDallas, one Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon, New York Texas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a conditional notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(b2.06(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b2.06(b). Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing. The Borrower may repay Revolving Credit BorrowingLoans without having to ratably repay Term Loans and, subject to Section 3.04(e), may repay Term Loans without having to ratably repay Revolving Loans; provided that any repayments of Revolving Loans must be repaid ratably among Revolving Lenders and any voluntary repayments of Term Loans must be repaid ratably among the Term Lenders. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephone (confirmed by telecopy or electronic mailcommunication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent and, if relevant, the Swingline Lender) of any prepayment hereunder (i) in the case of prepayment of (x) a Eurodollar Revolving Credit Term Benchmark Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment or (y) an RFR Borrowing, not later than 12:00 noon New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon10:30 a.m., New York City time, one Business Day before the date of prepayment andprepayment, or (iii) in the case of prepayment of an ABR Swing Line Loan or Quoted Rate a Swingline Loan, not later than 12:00 noon10:30 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(b)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b)2.07. Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case aggregating $3,000,000 or any larger multiple of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02$1,000,000. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.023.02 and any break funding payments required by Section 5.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder in the case of prepayment of a Eurodollar Revolving Credit Borrowing, not later than 12:00 noonp.m., New York time, three Business Days before the date of prepayment, in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noonp.m., New York time, one Business Day before on the date of prepayment and, in the case of prepayment of an ABR a Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon1:00 p.m., New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments Aggregate Maximum Credit Amount as contemplated by Section 2.05(b2.05(b)(ii) or in connection with a conditional notice of termination of the Aggregate Elected Commitment Amount as contemplated by Section 2.01(b)(vii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b2.05(b)(ii) or Section 2.01(b)(vii), as applicable. Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line Loan, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.022.02 or Section 2.08, as applicable. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone and/or fax (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Credit Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon, New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b). Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit BorrowingBorrowing as follows: first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.023.02 and any amounts due under Section 5.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimilein writing) of any prepayment hereunder in the case of prepayment of (i) a Eurodollar Term Benchmark Revolving Credit Borrowing, not later than 12:00 noon, New York time, three Business Days before the date of prepayment, in (ii) an RFR Revolving Credit Borrowing, not later than 12:00 noon, New York time, five Business Days before the case date of prepayment of and (iii) an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York time, one Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon, New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b). Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line Loan, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimiletelecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Credit Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon, New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaidprepaid and whether the prepayment is to be applied to Revolving Loans, Term Loans or Swing Line Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(b2.06(b), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05(b2.06(b), but the Borrower shall be responsible for any break funding payments pursuant to Section 5.02. Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.02.

Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by facsimiledelivery of a notice of prepayment in substantially the form of Exhibit J hereto via fax or electronic communication) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Credit Term Benchmark Borrowing, not later than 12:00 noon, New York Houston time, three Business Days before the date of prepayment, (ii) in the case of a prepayment of an RFR Borrowing, not later than 12:00 noon, Houston time, five Business Days before the date of prepayment, and (iii) in the case of prepayment of an ABR Revolving Credit Borrowing, not later than 12:00 noon, New York Houston time, one Business Day before the date of prepayment and, in the case of prepayment of an ABR Swing Line Loan or Quoted Rate Loan, not later than 12:00 noon, New York time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Revolving Credit Borrowing or Swing Line Loan or portion thereof to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.05(b), then Borrower may state that such notice is conditioned upon (x) the effectiveness of prepayment other credit facilities or other securities offerings or (y) the consummation of a Change in Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.05(b)not satisfied. Promptly following receipt of any such notice relating to a Revolving Credit Borrowing or Swing Line LoanBorrowing, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each partial prepayment of any Revolving Credit Borrowing or Swing Line Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Credit Borrowing or Swing Line Loan of the same Type as provided in Section 2.02. Each prepayment of a Revolving Credit Borrowing shall be applied ratably to the Revolving Credit Loans included in the prepaid Revolving Credit Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 3.023.02 and payment of applicable breakage costs, if any, under Section 5.02.