Common use of Prepayments Clause in Contracts

Prepayments. The Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and 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) 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 shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than 1:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (db) 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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000 or an integral multiple thereof. 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 any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The Borrower shall have (a) In addition to the right required payments of principal of New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans set forth in Section 2.11, the Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium New Vehicle Floorplan Committed Loans or penalty, Used Vehicle Floorplan Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of prepayment of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the LendersLoans; (bii) each partial any 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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, whether such prepayment is applicable to the New Vehicle Floorplan Committed Loans or Used Vehicle Floorplan Committed Loans and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable New Vehicle Floorplan Percentage or Applicable Used Vehicle Floorplan Percentage, as applicable, of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.21, each such prepayment of New Vehicle Floorplan Committed Loans of the New Vehicle Floorplan Lenders shall be applied in accordance with their respective Applicable New Vehicle Floorplan Percentages. Subject to Section 2.21, each such prepayment of Used Vehicle Floorplan Committed Loans of the Used Vehicle Floorplan Lenders shall be applied in accordance with their respective Applicable Used Vehicle Floorplan Percentages. (b) The Company may, upon notice to the New Vehicle Swing Line Lender, at any time or from time to time, voluntarily prepay New Vehicle Floorplan Swing Line Loans in whole or in part without premium or penalty; provided that such notice must be received by the New Vehicle Swing Line Lender not later than 2:00 p.m. on the date of the prepayment (or 6:00 p.m. if such prepayment is accomplished through the Floorplan On-line System). Each such notice shall specify the date and amount of such prepayment and the New Vehicle(s) (including the make, model and vehicle identification number of such New Vehicle(s)) attributable to such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the dated specified therein. (c) At any time during which an Autoborrow Agreement is not in effect, the Company may, upon notice to the Used Vehicle Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Used Vehicle Floorplan Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Used Vehicle Swing Line Lender 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 Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the dated specified therein. (d) If for any reason the Total New Vehicle Floorplan Outstandings at any time exceed the Aggregate New Vehicle Floorplan Commitments then in effect, the Borrowers (jointly and severally) shall immediately prepay New Vehicle Floorplan Loans in an aggregate amount at least equal to such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and excess. (e) If for any prepayment reason the Total Used Vehicle Floorplan Outstandings at any time exceed the lesser of LIBOR Loans the Aggregate Used Vehicle Floorplan Commitments then in effect and the Used Vehicle Borrowing Base then in effect (including the Used Vehicle Borrowing Base in effect after giving pro forma effect to any Disposition or Removed Franchise required to be reported pursuant to this Section 5.1 on Sections 6.02(c) and Sections 6.03(g)), the Company shall immediately prepay Used Vehicle Floorplan Loans in an aggregate amount at least equal to such excess. (f) If for any day other than reason the last day Outstanding Amount of a LIBOR Period any New Vehicle Floorplan Swing Line Loans exceeds either any applicable thereto shall be subject Within Line Limitation (unless otherwise agreed to compliance by the Borrower with New Vehicle Swing Line Lender) or the New Vehicle Floorplan Swing Line Sublimit, the Borrowers (jointly and severally) shall immediately prepay such New Vehicle Floorplan Swing Line Loans in an aggregate amount at least equal to such excess. (g) If for any reason the aggregate Outstanding Amount of Used Vehicle Floorplan Swing Line Loans exceeds the Used Vehicle Floorplan Swing Line Sublimit, the Company shall immediately prepay Used Vehicle Floorplan Swing Line Loans in an aggregate amount at least equal to such excess. (h) Prepayments made in respect of any New Vehicle Floorplan Loan must specify the applicable provisions New Vehicle Borrower and New Vehicle(s) (including the make, model and vehicle identification number of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant such New Vehicle(s)) attributable to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingprepayment.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than 1:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest 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 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 (di) 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 prepayments prepayment shall be applied first in a minimum principal amount of $500,000. 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 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 any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on any day other than or before December 31 of each calendar year, then the last day of a LIBOR Period applicable thereto Borrower shall be subject immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to compliance the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1then effective necessary or required approvals, consents and authorizations from such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid BorrowingGovernmental Authorities.

Prepayments. (a) The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any BorrowingRevolving Credit Loans, without premium Term A-1 Loans or penalty, Term A-2 Loans in whole or in part at any time without premium or penalty; provided that (i) such notice must be in a form acceptable to Administrative Agent and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three two (32) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to the any date of such prepayment of Term SOFR Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersDaily SOFR Rate Loans or Base Rate Loans; (bii) each partial any prepayment of Revolving Credit Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in an the principal amount that is of $2,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an the principal amount that is a multiple of $100,000 500,000 or a whole multiple of $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 Loans to be prepaid, and, if Term SOFR 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 (dbased on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayments prepayment shall be applied first to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility. (b) If, for any outstanding Swingline reason and at any time, (i) the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time or (ii) the Outstanding Amount of L/C Obligations exceeds the Letter of Credit Sublimit at such time, the Borrowers shall immediately prepay the Revolving Credit Loans and second L/C Borrowings and/or Cash Collateralize the L/C Obligations, as applicable, in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.04(b), unless, after the last day prepayment in full 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in Loans, the prepaid BorrowingTotal Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.

Prepayments. The (a) Borrower shall have the right may, upon notice to Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than penalty; provided that (i) in the case of any Revolving Credit Loan, 10:00 such notice must be received by Agent not later than 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, andprepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of Five Million Dollars ($5,000,000) or a whole multiple of One Million Dollars ($1,000,000) in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of One Million Dollars ($1,000,000) or a whole multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Agent will promptly be transmitted by the Administrative Agent to notify each Lender of its receipt of each such notice, and of the Lenders; amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their respective Applicable Percentages. (b) each partial 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 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment of Revolving Credit Loans shall be in an a minimum principal amount that of One Million Dollars ($1,000,000) 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 a multiple of $100,000 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 Aggregate Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations 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 equal to such Borrowing excess; provided, however, that Borrower shall not be required to an amount less than Cash Collateralize the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than 12:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBOR Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit LIBOR Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereofthereof 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 Class(es) and Type(s) of Loans to be prepaid and, if LIBOR 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, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment 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. 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. 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/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess. (d) any such prepayments The Borrowers shall be applied first to any outstanding Swingline prepay the Loans and second Cash Collateralize the L/C Obligations in accordance with 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 paid in cash received by a Loan Party on account of a Prepayment Event, irrespective of whether a Dominion Trigger Event then exists and is continuing, provided, however, unless a Dominion Trigger Event has occurred and is continuing, the Borrowers shall only be required to prepay the Loans and Cash Collateralize the L/C Obligations with Net Proceeds arising from a Prepayment Event in an amount equal to the lesser of (i) such Net Proceeds and (ii) the amounts advanced or available to be advanced against the assets subject to the Prepayment Event based upon the applicable advance rates in the Borrowing Base (adjusted for any Revolving Credit Loans; applicable Reserves). (f) Prepayments made pursuant to Section 2.05(c), (d) and (e) 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 connection with any prepayment pursuant to this Section 5.1above, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans first, shall be applied ratably to the Revolving Credit 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 included 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 applicable L/C Issuer or the Lenders, as applicable. Subject to the foregoing, outstanding Base Rate Loans shall be prepaid Borrowingbefore outstanding LIBOR Rate Loans are prepaid. Any prepayment of LIBOR Rate Loans pursuant to this Section 2.05 made other than on the last day of an Interest Period applicable thereto, shall be accompanied by payment of all breakage costs payable under Section 3.05 associated therewith. In order to avoid such breakage costs, as long as no Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBOR Rate Loans in the Cash Collateral Account and will apply such funds to the applicable LIBOR Rate Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Administrative Agent’s rights upon the subsequent occurrence of an Event of Default). (g) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder. (h) Any notice of a prepayment to be made with the proceeds from the incurrence of Indebtedness or in connection with the closing of another transaction (including any notice of termination or reduction of Commitments made pursuant to Section 2.06 below) may state that such prepayment, termination or reduction is conditioned on the consummation of such incurrence or other transaction, and no Default or Event of Default shall occur if such prepayment, termination or reduction is not made because such condition is not satisfied.

Prepayments. The (a) Any Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditionswithout premium or penalty; provided that: (ai) the Borrower shall give such notice must be received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) U.S. Government Securities Business Days prior to the any date of such prepayment of SOFR Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit SOFR Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 a Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (dby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a 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 2.12, each such prepayments prepayment shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the prepaid BorrowingOutstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to time. Such prepayment of Revolving Credit Loans and 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) 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 shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 and 1,000,000 in an aggregate principal amount of at least $5,000,000excess thereof; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (div) any such prepayments notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar 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 Pro Rata Share of such prepayment. If such notice is given by the Company, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each such prepayment shall be applied first to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any outstanding Swingline Loans and second to reason the Total Outstandings at any Revolving Credit Loans; and time exceed the Aggregate Commitments (e) any prepayment of LIBOR Loans except pursuant to this Section 5.1 on any day other than the last day exercise of a LIBOR Period applicable thereto the Term Loan Conversion Option) then in effect, the Borrowers shall be subject immediately prepay Loans in an aggregate amount equal to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexcess.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Eurodollar Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required 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 connection with any prepayment pursuant to this Section 5.1, 3.05. Each such prepayment shall not be applied to the Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any Revolving Credit Loan 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 Defaulting Lenderminimum 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 Borrower, the Borrower shall make such prepayment of a Borrowing of Revolving Credit Loans and the payment amount specified in such notice shall be applied ratably due and payable on the date specified therein. (c) If for any reason the Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to the Revolving Credit Loans included in the prepaid Borrowingsuch excess.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency 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 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 (di) 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 prepayments prepayment shall be applied first 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 the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to any outstanding Swingline Loans and second reduce such Outstanding Amount as of such date of payment to any Revolving Credit Loansan amount not to exceed the Aggregate Commitments then in effect; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any day other than time and from time to time after the last day initial deposit of a LIBOR Period applicable thereto shall such Cash Collateral, request that additional Cash Collateral be subject provided in order to compliance by protect against the Borrower with the applicable provisions results of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexchange rate fluctuations.

Prepayments. (a) The Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and Borrowers may from time to time. Such prepayment time pay, without penalty or premium, all outstanding Floating Rate Advances, or, in a minimum aggregate amount of Revolving Credit Loans and Swingline Loans $5,000,000, any portion of the outstanding Floating Rate Advances upon one (1) Business Day’s prior notice to the Administrative Agent, who shall be give prompt notice thereof to the Lenders. (b) The Borrowers may from time to time pay, subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than (i) in the case payment of any Revolving Credit Loanfunding indemnification amounts required by Section 3.4 but without penalty or premium, 10:00 a.m. (New York time) all outstanding Eurocurrency Advances, or, in a minimum aggregate Equivalent Amount of $5,000,000, any portion of the outstanding Eurocurrency Advances upon three (3) Business Days Days’ prior notice to the date Administrative Agent, who shall give prompt notice thereof to the Lenders. (c) If at any time, for any reason, the Aggregate Outstanding Credit Exposure of all Lenders shall exceed the Aggregate Commitment then in effect, the Borrowers shall, without notice or demand, immediately prepay the Dollar Loans and/or Multicurrency Loans such prepayment and (ii) in that the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each sum of the Lenders; (b) 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 Dollar Loans so prepaid, and the Dollar Amount of the aggregate principal amount of Multicurrency Loans so prepaid, at least $5,000,000; provided that no partial prepayment equals the amount of LIBOR such excess. (d) If, at any time for any reason, either (i) the Aggregate Multicurrency Outstanding Credit Exposure of all Multicurrency Lenders exceeds the Aggregate Multicurrency Commitments of the Multicurrency Lenders or (ii) the Aggregate Dollar Outstanding Credit Exposure of all Lenders exceeds the aggregate Dollar Commitments of all Lenders, the Borrowers shall, without notice or demand, immediately prepay the Multicurrency Loans made pursuant in a Dollar Amount at least equal to a single Borrowing shall reduce the outstanding LIBOR excess referred to in (i) (such repayment to be in the applicable currency) and the Dollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 at least equal to the excess referred to in excess thereof; (dii) any (such prepayments shall repayment to be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and in Dollars). (e) 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 connection with any Each prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans 2.8 shall be applied ratably accompanied by accrued and unpaid interest on the amount prepaid to the Revolving Credit date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (f) Notwithstanding the foregoing, mandatory prepayments of Multicurrency Loans included that would otherwise be required pursuant to this Section 2.8 solely as a result of fluctuations in exchange rates from time to time shall only be required to be made pursuant to this Section 2.8 on a Computation Date on the prepaid Borrowingbasis of the exchange rates in effect on such Computation Date.

Prepayments. (a) The applicable Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part may at any time and from time to timetime voluntarily prepay Committed Loans in a Minimum Amount after delivering an irrevocable Requisite Notice not later than the Requisite Time for prepayments. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the The Administrative Agent written notice (or telephonic notice will promptly confirmed in writing) notify each Lender thereof and of its intent to make such Lender’s Pro Rata Share of such prepayment, the amount . Each prepayment by a Borrower must be made ratably to all outstanding Committed Loans of such prepayment and Borrower borrowed on the same day. (in the case of LIBOR Loansb) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than If for any reason either (i) in the case sum of any Revolving Credit Loan(A) the aggregate LC Exposure of all Lenders, 10:00 a.m. (New York timeB) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) 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 all Dollar Loans made pursuant to a single Borrowing shall reduce by all Lenders, (C) the outstanding LIBOR Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made pursuant by all Lenders and (D) the aggregate principal amount of all Competitive Loans made by all Lenders, exceeds the combined Commitments in effect at any time or (ii) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by the Lenders exceeds the Foreign Currency Limit, then upon written request of the Administrative Agent the Company shall immediately prepay or cause one or more Foreign Borrowers to immediately prepay Committed Loans sufficient to cure such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; overage. (c) each partial Any prepayment of Swingline Loans an IBOR Loan shall be accompanied by all accrued interest thereon, together with the costs set forth in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; Section 3.05. (d) any Competitive Loans may not be prepaid unless (i) expressly so provided in the Competitive Bid Request and Competitive Bid for such prepayments shall be applied first Competitive Loan or (ii) otherwise agreed by the Company and the Lender making such Competitive Loan after notice to any outstanding Swingline Loans and second to any Revolving Credit Loans; and the Administrative Agent. (e) any prepayment of LIBOR Loans The Company may from time to time elect to prepay pursuant to this Section 5.1 on the Guaranty all or part of 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Foreign Currency Loan of a Defaulting Lender. Each Foreign Borrower and such prepayment of a Borrowing of Revolving Credit Loans by the Company shall be applied ratably made in the manner and subject to the Revolving Credit Loans included in terms that a prepayment would be made by the prepaid BorrowingForeign Borrower under this Agreement.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to time. Such prepayment of Revolving Credit Loans and 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) 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 shall be given received by the Borrower no Administrative Agent not later than 1:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest 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. (db) 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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000 or an integral multiple thereof. 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 any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Credit Loans and Term Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentfive, the amount of such prepayment and (in the case of LIBOR Loansprepayment of Loans denominated in Special Notice Currencies) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the any date of such prepayment of Alternative Currency Loans, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Term SOFR Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0001,000,000 or a whole multiple thereof; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Alternative Currency Loans shall be in an a minimum principal amount that is of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $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 and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 (d) any based on such prepayments Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be applied first to any outstanding Swingline Loans due and second to any Revolving Credit Loans; and (e) any payable on the date specified therein. Any prepayment of LIBOR any 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 5.1 on any day other than the last day of a LIBOR Period applicable thereto 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Company 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 Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed an amount equal to 105% of the Aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Credit Commitments then in effect; provided, however, that, subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at 2.17(a), the Borrower’s election in connection with any prepayment Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1, such 2.05(c) unless after the prepayment shall not be applied to any in full of the Loans the Total Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies plus the Outstanding Amount of all L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be applied ratably provided in order to protect against the Revolving Credit Loans included in the prepaid Borrowingresults of further exchange rate fluctuations.

Prepayments. (a) The Borrower shall have may, upon notice from the right Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than 12:00 p.m. (iA) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) two Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 2,500,000 or a whole multiple of $100,000 250,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to compliance be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower with may state that such notice is conditioned upon the applicable provisions effectiveness of Section 2.11; provided further that at other credit facilities or the Borrower’s election closing of a securities offering, and the receipt of proceeds thereunder, in connection 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 conditions are not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any prepayment additional amounts required pursuant to this Section 5.13.05. Subject to Section 2.12, each such prepayment shall not be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any Revolving Credit Loan 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. (c) For an economically meaningful period of a Defaulting Lender. Each prepayment time in each fiscal year of a Borrowing the Borrower, as reasonably determined by General Partner, the aggregate outstanding principal balance of Revolving Credit Loans all Working Capital Borrowings shall be applied ratably reduced to the Revolving Credit Loans included in the prepaid Borrowinga relatively small amount as may be reasonably specified by General Partner.

Prepayments. (a) The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form acceptable to time. Such prepayment of Revolving Credit Loans and 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) 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 shall be given received by the Borrower no Administrative Agent not later than 12:00 noon (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Term Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Term Rate Loans denominated in the Alternative Currency, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans and Daily SOFR Loans; (bii) each partial any prepayment of Revolving Credit Term Rate Loans denominated in Dollars 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Term Rate Loans pursuant denominated in the Alternative Currency shall be in a minimum principal amount of 500,000 Canadian Dollars or a whole multiple of 100,000 Canadian Dollars in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or Daily SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, whether such prepayment is a prepayment of the WC Loans, WC Interim Loans, the Revolver Loans or some combination thereof and the Type(s) of Committed Loans to this Section 5.1 on be prepaid and, if Term Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans, provided, notwithstanding the foregoing, any day prepayment being made other than with respect to the last day Revolver Loans (other than a prepayment in full of the WC Interim Loans and a LIBOR Period applicable thereto shall be subject to compliance by termination of the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans Aggregate WC Interim Commitment) shall be applied ratably to the Revolving Credit WC Loans included and WC Interim 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 (including, in the prepaid Borrowingevent such prepayment is a Loan denominated in the Alternative Currency, such Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Rate Loan or a Daily SOFR Loans 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 2.15, 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 (i) the Total WC Outstandings at any time exceed the Aggregate WC Commitments then in effect, the Borrowers shall immediately prepay WC Loans and/or Cash Collateralize the L/C Obligations with respect to WC Letters of Credit in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations with respect to WC Letters of Credit pursuant to this Section 2.04 unless after the prepayment in full of the WC Loans and Swing Line Loans the Aggregate WC Outstandings exceed the Aggregate WC Commitments then in effect; (ii) the Total WC Interim Outstandings at any time exceed the Aggregate WC Interim Commitments then in effect, the Borrowers shall immediately prepay WC Interim Loans and/or Cash Collateralize the L/C Obligations with respect to WC Interim Letters of Credit in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations with respect to WC Interim Letters of Credit pursuant to this Section 2.04 unless after the prepayment in full of the WC Interim Loans the Aggregate WC Interim Outstandings exceed the Aggregate WC Interim Commitments then in effect, (iii) the sum of the Total WC Outstandings plus the Total WC Interim Outstandings, other than the maximum drawing amount of all issued and outstanding Products under Contract LCs, exceed the Borrowing Base at such time, the Borrowers shall immediately prepay WC Loans, WC Interim Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess, and (iv) the Total Revolver Outstandings at any time exceed the Aggregate Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess. (c) 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 by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all Loans denominated in the Alternative Currency at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. The (a) Any Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditionswithout premium or penalty; provided that: (ai) the Borrower shall give such notice must be received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (dby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a 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 2.12, each such prepayments prepayment shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the prepaid BorrowingOutstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. The (a) Any Borrower shall have may, upon notice to the right Administrative Agent from such Borrower, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any time and from time to time. Such date of prepayment of Revolving Credit Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and Swingline (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be a whole multiple of $1,000,000; and (iv) any prepayment of Base Rate Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (in a principal amount of $1,000,000 or telephonic notice promptly confirmed a whole multiple of $500,000 in writing) of its intent to make such prepaymentexcess 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 (in the case Type(s) of LIBOR Loans) the specific Borrowing(s) Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, which 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 a Borrower, such Borrower shall make such prepayment, and the payment amount specified in such notice shall be given by due and payable, on the Borrower no later than (i) date specified in the applicable notice; provided that if such notice is given in connection with a full or partial refinancing of the Commitments, such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case of any Revolving Credit Loan, 10:00 a.m. such notice may be revoked by such Borrower (New York time) three (3) Business Days by notice to the Administrative Agent on or prior to the date of such prepayment) if such condition is not satisfied. Any prepayment and of a Eurocurrency 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 2.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Borrowers at any time that (i) solely as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect or (ii) other than as a result of fluctuations in currency exchange rates, the case of any Swingline LoanTotal Outstandings at such time exceed the Aggregate Commitments then in effect, no later than 10:00 a.m. (New York time) on the date then, in either case, within two Business Days after receipt of such prepaymentnotice, and, the Borrowers shall prepay Loans in each case, shall promptly be transmitted by an aggregate amount at least equal to such excess. (c) If the Administrative Agent notifies the Borrowers at any time that (i) solely as a result of fluctuations in currency exchange rates, the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to each 105% of the Lenders; Alternative Currency Sublimit then in effect or (bii) each partial prepayment other than as a result of Revolving Credit fluctuations in currency exchange rates, the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds the Alternative Currency Sublimit then in effect, then, in either case, within two Business Days after receipt of such notice, the Borrowers shall be in an amount that is a multiple of $100,000 and prepay Loans in an aggregate principal amount sufficient to reduce such Outstanding Amount as of at least $5,000,000; provided that no partial prepayment such date of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing payment to an amount less than not to exceed 100% of the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be Alternative Currency Sublimit then in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersLIBOR Floating Rate Loans or Base Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Floating Rate 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; (c) each partial prepayment of Swingline or Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the 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 (di) 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 prepayments prepayment shall be applied first 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 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 any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have Borrowers may, upon notice from ▇▇▇▇▇▇▇▇▇ to the right Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans under a Facility in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans denominated in Dollars, (B) four Business Days (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentfive, the amount of such prepayment and (in the case of LIBOR Loansprepayment of Loans denominated in Special Notice Currencies) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the any date of such prepayment of Alternative Currency Loans, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Term SOFR Loans or Alternative Currency Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least the Dollar Equivalent of $5,000,0001,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; provided that no partial and (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date, amount and currency of such prepayment, whether Committed AC Loans or Committed USD Loans are to be prepaid, and the Type(s) of Committed Loans to be prepaid and, if Term 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 in respect of the applicable Facility of such prepayment. If such notice is given by ▇▇▇▇▇▇▇▇▇, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term 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 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders under a Facility in accordance with their respective Applicable Percentages in respect of such Facility. (b) [reserved]. (c) The Domestic Borrowers may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (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 (di) 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 prepayments prepayment shall be applied first to 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 any outstanding Swingline Loans Domestic Borrower, the Domestic Borrowers shall make such prepayment and second to any Revolving Credit Loans; and (e) 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 payment amount specified in such notice shall be subject to compliance by due and payable on the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lenderdate specified therein. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing.172003018

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Credit Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) one Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Revolving Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Revolving Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the 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 (di) 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 prepayments prepayment shall be applied first 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 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 any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no not later than 10:00 a.m. (New York timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Revolving Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Revolving Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest 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 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 (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon 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 Aggregate Commitments then in effect, then, the Borrower shall immediately prepay Loans and/or the Borrower shall 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 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) 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. (d) 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 prepayments excess; provided, however, that the Borrower shall not be applied first required to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.06(d) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is made conditional on a transaction or financing, in which case the obligation of the Borrower to make such prepayment (and to pay such payment amount) shall be subject to such conditions. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Unless otherwise agreed by the Borrower and the applicable Bid Loan Lender, the Borrower may voluntarily prepay Bid Loans in whole or in part without premium or penalty in accordance with the provisions of this subsection (b). The Borrower may, upon notice to the applicable Bid Loan Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Bid Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Bid Loan Lender and the Administrative Agent not later than 11:00 a.m. three Business Days prior to any date of prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000. 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. Any prepayment of a Bid Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. (c) 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 $1,000,000. 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. (d) 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 prepayments excess; provided, however, that the Borrower shall not be applied first required to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.06(d) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The (a) Borrower shall have the right may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Credit Loans and Term Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than penalty; provided that (i) such notice must be in the case of any Revolving Credit Loan, 10:00 a form acceptable to Administrative Agent and be received by Administrative Agent not later than 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, andprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,000; and (iii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall promptly specify the date and amount of such prepayment and the Type(s) of Loans to be transmitted by prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent to will promptly notify each Lender of its receipt of each such notice, and of the Lendersamount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) 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; provided, however, that Borrower shall be entitled to make any such payment conditional on the receipt of other financing or the proceeds of other transactions (if such payment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. Any prepayment of a 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 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (b) each partial Borrower may, upon notice to Swing Line Lender (with a copy to 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 Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment of Revolving Credit Loans shall be in an a minimum principal amount that is a multiple of $100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. 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; provided, however, that Borrower shall be entitled to make any such payment conditional on the receipt of other financing or the proceeds of other transactions (if such prepayment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. (c) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, then Borrower shall, within five (5) Business Days, prepay the Revolving Credit Loans, the Swing Line Loans, and L/C Borrowings and/or Cash Collateralize the L/C Obligations 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 equal to such Borrowing excess; provided, however, that Borrower shall not be required to an amount less than Cash Collateralize the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in and Swing Line Loans the prepaid BorrowingTotal Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.

Prepayments. The (a) Each Borrower shall have may, upon notice to the right Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Term Loans and Revolving Credit Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentfive, the amount of such prepayment and (in the case of LIBOR Loansprepayment of Loans denominated in Special Notice Currencies) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans or Daily Floating LIBOR Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (dv) any such prepayments notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency 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 Company, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be applied first to any outstanding Swingline Loans due and second to any Revolving Credit Loans; and (e) any payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loans 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 5.1 on any day other than the last day of a LIBOR Period applicable thereto 2.06(a) shall be applied to the outstanding principal amount under the relevant Facility as directed by the Company (or, in the absence of specification, ratably between the Three-Year Term Loan Facility and the Two-Year Term Loan Facility), and subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.12.18, each such prepayment shall not be applied paid to any Revolving Credit Loan the Lenders in accordance with their respective Applicable Percentages in respect of a Defaulting Lendereach of the relevant Facility. Each Subject to Section 2.18, each such prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included of the Lenders in accordance with their respective Applicable Percentage. (b) [Reserved]. (c) The Company may, upon notice to the prepaid BorrowingSwing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (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 Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers 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 and Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. The (a) Any Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that no Borrower shall be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of the Committed Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) Upon the occurrence of a LIBOR Period applicable thereto Change in Control, each Borrower agrees that if requested by the Administrative Agent (acting at the request of the Required Lenders) such Borrower will promptly prepay its Loans, together with accrued interest and will promptly Cash Collateralize its L/C Obligations; provided that no prepayment of any Bid Loan shall be subject to compliance by made without the Borrower with prior consent of the applicable provisions Lender thereof. Upon such prepayment, the Aggregate Commitments and the Commitment of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment each Lender shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingautomatically terminate.

Prepayments. The (a) Borrower shall have the right may, upon notice to Lender, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time without premium or penalty (except as provided below in this section with respect to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall amounts that may be subject owing in connection therewith pursuant to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than Section 3.05); provided that (i) in the case of any Revolving Credit Loan, 10:00 a.m. such notice must be received by Lender not later than 12:00 p.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 10,000 or a whole multiple of $100,000 10,000 in excess thereof; (dthereof 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) any of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such prepayments Loans. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be applied first to any outstanding Swingline Loans due and second to any Revolving Credit Loans; and (e) any payable on the date specified therein. Any prepayment of LIBOR a 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. 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. (b) If for any reason the Total Outstandings at any time exceed the Commitment then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.04(b) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Commitment then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than 12:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBOR Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit LIBOR Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof 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 Class(es) and Type(s) of Loans to be prepaid and, if LIBOR 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, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment 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. 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. 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/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) any such prepayments The Borrowers shall be applied first to any outstanding Swingline prepay the Loans and second Cash Collateralize the L/C Obligations in accordance with 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 any Revolving Credit Loans; the Net Proceeds paid in cash received by a Loan Party on account of a Prepayment Event, irrespective of whether a Dominion Trigger Event then exists and is continuing, provided, however, unless a Dominion Trigger Event has occurred and is continuing, Borrowers shall only be required to prepay the Loans and Cash Collateralize the L/C Obligations with Net Proceeds arising from a Prepayment Event in an amount equal to the lesser of (i) such Net Proceeds or (ii) the amounts advanced or available to be advanced against the assets subject to the Prepayment Event based upon the applicable advance rates in the Borrowing Base. (f) Prepayments made pursuant to Section 2.05(c), (d) and (e) 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 connection with any prepayment pursuant to this Section 5.1above, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans first, shall be applied ratably to the Revolving Credit 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 included 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 applicable L/C Issuer or the Lenders, as applicable. Subject to the foregoing, outstanding Base Rate Loans shall be prepaid Borrowingbefore outstanding LIBOR Rate Loans are prepaid. Any prepayment of LIBOR Rate Loans pursuant to this Section 2.05 made other than on the last day of an Interest Period applicable thereto, shall be accompanied by payment of all breakage costs payable under Section 3.05 associated therewith. In order to avoid such breakage costs, as long as no Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBOR Rate Loans in the Cash Collateral Account and will apply such funds to the applicable LIBOR Rate Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Administrative Agent’s rights upon the subsequent occurrence of an Event of Default). (g) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder. (h) Any notice of a prepayment to be made with the proceeds from the incurrence of Indebtedness or in connection with the closing of another transaction (including any notice of termination or reduction of Commitments made pursuant to Section 2.06 below) may state that such prepayment, termination or reduction is conditioned on the consummation of such incurrence or other transaction, and no Default or Event of Default shall occur if such prepayment, termination or reduction is not made because such condition is not satisfied.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay ratably any Borrowing, without premium or penalty, Loans then outstanding in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that such notice must be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than (i) in substantially the case form of any Revolving Credit Loan, 10:00 a.m. Exhibit F hereto (New York timeor such other form reasonably acceptable to the Administrative Agent) and (ii) received by the Administrative Agent not later than 12:00 noon (A) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (biii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iv) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof 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) any of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such prepayments Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be applied first to any outstanding Swingline Loans due and second to any Revolving Credit Loanspayable on the date specified therein; and (e) any provided, that a notice of 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 delivered by the Borrower with may state that such notice is conditioned upon the applicable provisions consummation of Section 2.11another transaction, 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 condition is not satisfied; provided provided, further that at the Borrower’s election Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in connection accordance with any prepayment pursuant Section 2.20 as a result of the failure to this Section 5.1, make such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lenderprepayment. Each Any prepayment of a Borrowing of Revolving Credit Loans Eurodollar Rate Loan shall be applied ratably accompanied by all accrued interest thereon, together with any additional amounts required pursuant to the Revolving Credit Loans included in the prepaid BorrowingSection 2.20.

Prepayments. The Borrower shall have can voluntarily prepay, upon 3 Business Days’ prior written notice to Agent, any Term Loan in full, but not in part. Upon the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment date of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) any voluntary prepayment of a Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of a Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise), Borrower shall give pay to Agent, for the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) ratable benefit of its intent the Lenders, a sum equal 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 shall be given by the Borrower no later than (i) in the case of all outstanding principal plus any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to unpaid interest accrued through the date of such prepayment and with respect to the such Term Loan, (ii) the Final Payment Fee (as such term is defined in Section 2.7(d)) for such Term Loan, and (iii) a prepayment premium (as yield maintenance for loss of bargain and not as a penalty) equal to: (A) 5% on such principal prepayment amount, if such prepayment is made on or before the one year anniversary of such Term Loan, (B) 4% on such principal prepayment amount, if such prepayment is made after the one year anniversary of such Term Loan but on or before the two year anniversary of such Term Loan, and (C) 2% on such principal prepayment amount, if such prepayment is made after the two year anniversary of such Term Loan but before the Applicable Term Loan Maturity Date for such Term Loan; provided, however, that Borrower shall not be obligated to pay the amounts described in clauses (A), (B) or (C) above in connection with a prepayment in full of the Term Loan and the other Obligations hereunder in the case of event that either (i) Borrower has requested in writing that the Requisite Lenders consent to a transaction that is not permitted under Section 7.5 and the Requisite Lenders have not consented to such transaction on or prior to the Response Date (as defined below) or (ii) Borrower has requested in writing that the Requisite Lenders consent to any Swingline Loanamendment, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each modification or waiver of the Lenders; (bMaxygen License Agreement for which the consent of the Requisite Lenders is required under Section 7.11(a) 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 Requisite Lenders have not consented to such Borrowing amendment, modification or waiver on or prior to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans Response Date. Borrower shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) have no obligation upon any prepayment of LIBOR Loans pursuant any Term Loan hereunder to pay, in addition to the amounts specified in this Section 5.1 on 2.4, any day other than yield maintenance with respect to unaccrued interest that would have accrued through the last day maturity 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 connection with any prepayment pursuant to this Section 5.1, Term Loan had such prepayment shall Term Loan not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingbeen prepaid.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (iA) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) noon three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (iiB) in the case of any Swingline Loan, no later than 10:00 11:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 and 1,000,000 in an aggregate principal excess thereof or, if less, the outstanding amount of at least $5,000,000such Loans; provided that no partial and (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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 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 the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of prepayment under this Section 2.05(a) not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Committed Loans, which refinancing shall not be consummated or shall otherwise be delayed. (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 or, if less, the entire principal amount of Swing Line Loans then outstanding. 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 Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall within one Business Day following demand by the Administrative Agent prepay the Loans in an aggregate amount equal to such excess. (d) On the date (or the next succeeding Business Day if such date is not a Business Day) that any Net Proceeds become Excess Sale Proceeds, (i) the Borrower shall make a mandatory prepayment of the principal of the Loans in the amount of the Excess Sale Proceeds, and (ii) the Aggregate Commitments shall be reduced, dollar for dollar, by the amount of such Excess Sale Proceeds provided, however, that prepayments and the corresponding reduction in Aggregate Commitments under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Net Proceeds and unapplied Extraordinary Receipts exceeds $5,000,000. (e) Any Extraordinary Receipts shall be immediately applied as a mandatory prepayment on the Loans; provided, however, that prepayments under this Section 2.05(e) shall not be required until the aggregate amount of unapplied Extraordinary Receipts and unapplied Net Proceeds exceeds $5,000,000. (f) Immediately upon the consummation by any Loan Party of any issuance of Additional Debt (but without waiving the requirements of Administrative Agent and/or any Lender’s consent to any such prepayments issuance in violation of any Loan Document), the Borrower shall make a mandatory prepayment on the Loans in an amount equal to the Net Proceeds from such issuance. (g) Each prepayment under Section 2.05(c), (d), (e) or (f) shall be applied ratably as follows: (i) first to any outstanding Swingline prepay the Outstanding Amount of the Committed Loans, and (ii) second, to repay the Outstanding Amount of the Swing Line Loans. (h) Each prepayment of the Loans and second to any Revolving Credit Loans; and under Section 2.05(c), (d), (e) or (f) shall be accompanied by all interest then accrued and unpaid on the principal so prepaid, together with any prepayment of LIBOR Loans additional amounts required pursuant to Section 3.05. Any principal or interest prepaid pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject in addition to, and not in lieu of, all payments otherwise required to compliance by be paid under the Borrower with the applicable provisions of Section 2.11; provided further that Loan Documents at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, time of such prepayment. Each such prepayment shall not be applied to any Revolving Credit Loan the Committed Loans or Swing Line Loans, as applicable, of a Defaulting Lender. Each prepayment the Lenders in accordance with their respective Applicable Percentage of a Borrowing of Revolving Credit such Committed Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingor Swing Line Loans.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to time. Such prepayment of Revolving Credit Loans and 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) 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 shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $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 Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (dbased on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (b) During the Waiver Period, and subject to the terms of the Intercreditor Agreement, if any Consolidated Party makes any Disposition (other than Dispositions permitted by Section 7.05(b)(i), (ii), (iii) and (iv)), issues any Equity Interests, or incurs any Indebtedness, the Borrower shall, within three (3) Business Days of (i) receipt by such prepayments Consolidated Party of the proceeds thereof or (ii) the date any Excess Un-Reinvested Proceeds no longer qualify as Excluded Net Proceeds, make a mandatory repayment of the Pari Passu Obligations in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds received in connection with such Disposition, such issuance of Equity Interests, or such Indebtedness, other than Excluded Net Proceeds. (c) Each mandatory repayment of the Pari Passu Obligations required under clause (b) above shall be applied first to any outstanding Swingline Loans and second such Pari Passu Obligations (including the Obligations) as set forth in the Intercreditor Agreement. The portion of such mandatory repayments to any Revolving Credit Loans; and (e) 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans this facility in accordance with the Intercreditor Agreement shall be applied to payment of the Outstanding Amount of Loans ratably to among the Revolving Credit Loans included Lenders in the prepaid Borrowingaccordance with their Applicable Percentages.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than 11:00 a.m., California time, (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Base Rate Loans; and (ii) any prepayment of Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least Five Hundred Thousand Dollars ($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; (c500,000.00) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of One Hundred Thousand Dollars ($100,000 100,000.00) in excess thereof; (d. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayments prepayment shall be applied first to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any outstanding Swingline reason the Outstanding Amount of all Loans and second at any time exceeds the Aggregate Commitments then in effect, then Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. If for any reason the Outstanding Amount of all Revolving Line of Credit Loans; and (e) Loans at any prepayment time exceeds the Revolving Line 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 Credit Commitment Amount then in effect, then the Borrower with shall immediately prepay the applicable provisions Revolving Line of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans in an aggregate amount equal to such excess. If for any reason the Outstanding Amount of all Term Commitment Loans at any time exceeds the Term Commitment Amount then in effect, then the Borrower shall be applied ratably immediately prepay the Term Commitment Loans in an aggregate amount equal to the Revolving Credit Loans included in the prepaid Borrowingsuch excess.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent (which notice may, at the Borrower’s election, be conditioned upon the consummation of a refinancing, provided the Borrower shall have compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of any notice that is conditioned upon the right consummation of a refinancing), at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject 3.05. Subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.12.14, each such prepayment shall not be applied to the 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 Revolving Credit Loan 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 partial prepayment shall be in a Defaulting Lenderminimum 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 of a Borrowing of Revolving Credit Loans and the payment amount specified in such notice shall be applied ratably 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 in an aggregate amount equal to the Revolving Credit Loans included in the prepaid Borrowingsuch excess.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any BorrowingTerm Loans (with respect to all or a specified tranche, without premium or penalty, if applicable) and/or Revolving Credit Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (iA) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) noon three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (iiB) in the case of any Swingline Loan, no later than 10:00 11:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 and 1,000,000 in an aggregate principal excess thereof or, if less, the outstanding amount of at least $5,000,000such Loans; provided that no partial and (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $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 Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice and the amount of such Lender’s ratable portion of such prepayment (d) any based on such prepayments Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be applied first to any outstanding Swingline Loans due and second to any Revolving Credit Loans; and (e) any payable on the date specified therein. Any prepayment of LIBOR a 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 prepayment of the outstanding Term Loans pursuant to this Section 5.1 2.05(a) shall be applied to the principal repayment installments thereof in direct order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant facilities. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of prepayment under this Section 2.05(a) not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not be consummated or shall otherwise be delayed. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any day 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 of Swing Line Loans then outstanding. 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 Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall within one Business Day following demand by the Administrative Agent prepay the Revolving Credit Loans, Swing Line Loans and L/C Borrowings or Cash Collateralize the L/C Obligations (other than the last day of a LIBOR Period applicable thereto shall be subject L/C Borrowings) in an aggregate amount equal to compliance by such excess; provided, however, that the Borrower with shall not be required to Cash Collateralize the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment L/C Obligations pursuant to this Section 5.12.05(c) unless after the prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C Borrowings the Total Revolving Credit Outstandings exceed the Revolving Credit Facility. (d) On the date (or the next succeeding Business Day if such date is not a Business Day) that any Net Proceeds become Excess Sale Proceeds (subject to Section 2.05(h)), (i) the Borrower shall make a mandatory pro rata prepayment of the principal of the Loans in the amount of the Excess Sale Proceeds, and (ii) the Revolving Credit Facility shall be reduced, dollar for dollar, by the amount of such Excess Sale Proceeds applied to repay Revolving Credit Loans provided, however, that prepayments and the corresponding reduction in the Revolving Credit Facility under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Net Proceeds and unapplied Extraordinary Receipts exceeds $5,000,000. (e) Any Extraordinary Receipts shall be immediately applied (subject to Section 2.05(h)) as a mandatory pro rata prepayment on the principal of the Loans; provided, however, that prepayments under this Section 2.05(e) shall not be required until the aggregate amount of unapplied Extraordinary Receipts and unapplied Net Proceeds exceeds $5,000,000. (f) Immediately upon the consummation by any Loan Party of any issuance of Additional Debt (but without waiving the requirements of Administrative Agent and/or any Lender’s consent to any such issuance in violation of any Loan Document), the Borrower shall make (subject to Section 2.05(h)) a mandatory pro rata prepayment on the principal of the Loans in an amount equal to the Net Proceeds from such issuance. (g) Each prepayment under Section 2.05(d), (e) or (f) applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit outstanding Term Loans shall be applied ratably to the principal repayment installments thereof in direct order of maturity. (h) If any prepayment of Term Loans is required under Section 2.05(d), (e) or (f), then the Borrower may, by notice to Administrative Agent and each Term Lender, at least five Business Days prior to the date such prepayment would otherwise become due, provide the Term Lenders with an option to waive their respective Applicable Percentage of such prepayment. Any Term Lender electing to waive such prepayment may do so by providing notice to the Borrower and Administrative Agent of such election at least one Business Day prior to the date upon which such prepayment would otherwise become due. To the extent that any Term Lender elects to waive such prepayment, the Borrower may retain such Term Lender’s Applicable Percentage of such prepayment, subject to other covenants contained in this Agreement. (i) Each prepayment of the Loans under Section 2.05(c), (d), (e) or (f) shall be accompanied by all interest then accrued and unpaid on the principal so prepaid, together with any additional amounts required pursuant to Section 3.05. Any principal or interest prepaid pursuant to this Section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment. Each such prepayment shall be applied to the Term Loans, Revolving Credit Loans included or Swing Line Loans, as applicable, of the Appropriate Lenders in accordance with their respective Applicable Percentage in respect of the prepaid Borrowingrelevant Facility.

Prepayments. (a) The Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject time to the following conditions: (a) the Borrower shall give the Administrative Agent prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower Administrative Agent no later than (i) in the case of prepayment of any Revolving Credit LoanEurodollar Borrowing, 10:00 11:00 a.m. (New York time) not less than three (3) Business Days prior to the date of any such prepayment and prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline LoanBorrowings, no later than 10:00 prior to 11:00 a.m. (New York time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, and, in each case, shall promptly be transmitted by the Administrative Agent to shall promptly notify each affected Lender of the Lenderscontents thereof and of such Lender's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.11(d); (b) each provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.17. Each partial prepayment of Revolving Credit Loans any Loan (other than a Swingline Loan) shall be in an amount that is would be permitted in the case of an advance of a multiple Revolving Borrowing of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made the same Type pursuant to Section 2.2 or in the case of a single Borrowing shall reduce the outstanding LIBOR Loans made Swingline Loan pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender2.4. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Loans comprising such Borrowing. (b) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.7 or otherwise, the Borrower shall immediately repay Swingline Loans included and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.17. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account with the Administrative Agent, in the prepaid Borrowingname of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the LC Exposure. Such account shall be administered in accordance with Section 2.20(g) hereof.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penaltyCommitted Loans, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount of such prepayment and the Type(s) of Committed Loans to compliance be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Borrower at any time that a Borrowing Base Deficiency exists at such time, then the Borrower shall (i) give notice to the Administrative Agent and Lenders whether it intends to cure any Borrowing Base Deficiency by 3:00 p.m. on the Business Day following the date on which the Borrower is notified of such Borrowing Base Deficiency (unless Borrower has actually cured such Borrowing Base Deficiency by such time) and, if so, (ii) cure any Borrowing Base Deficiency by 3:00 p.m. on the second Business Day following the date on which a Borrowing Base Deficiency arose by either (A) repaying outstanding Loans or transferring additional Eligible Collateral Assets, Cash or Cash Equivalents to the Collateral Account so that the Borrowing Base will thereupon equal or exceed the Total Outstandings or (B) delivering to the Administrative Agent a written report showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets as of the date of such report, provided that such report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all projected purchases of Collateral Assets and other financial assets by the Borrower with and account in a manner satisfactory to the applicable provisions Administrative Agent for any change in the market value of any such Collateral Assets and (3) give effect to sales of Collateral Assets only if such sales are (x) committed sales as of the date of such report, (y) sales to Approved Dealers and (z) reasonably expected by the Administrative Agent to be fully settled within 30 days of the date of such report. Notwithstanding Section 2.11; provided further that 7.07, the Borrower Parent may at its option, but shall not in any way be obligated to, contribute Eligible Collateral Assets, Cash or Cash Equivalents at any time to the Borrower’s election Borrower to cure a Borrowing Base Deficiency or for any other reason. (c) Any prepayment of any Loan shall be accompanied by all accrued and unpaid interest, amounts owing under Section 2.06 in connection with respect of the amount prepaid and in the case of any prepayment Eurocurrency Rate Loan any additional amounts required pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing3.05.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBOR Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit LIBOR 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) 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. (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 Aggregate Commitments, then the Borrower shall, within five (5) Business Days, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess, with any such prepayment being first applied to the Total Outstandings; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans, the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid BorrowingAggregate Commitments.

Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (A) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York time1) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time2) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bB) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (C) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; (d) provided that any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day notice of a LIBOR Period applicable thereto shall prepayment to be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election made in connection with any refinancing of all of the Commitments with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided further that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender3.05. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably paid to the Revolving Credit Loans included Lenders in the prepaid Borrowingaccordance with their respective Applicable Percentages (except as permitted under Section 2.16).

Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Term Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than 1:00 p.m. (iA) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) two Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Term Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Term Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject 3.05. Subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.12.17, each such prepayment shall not be applied to any Revolving Credit Loan the Term Loans of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included Lenders in the prepaid Borrowingaccordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than 1:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Committed 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 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 (di) 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 prepayments prepayment shall be applied first in a minimum principal amount of $500,000. 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 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 any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Lines the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Credit Loans and Term Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) two Business Days prior to the any date of such prepayment of Term SOFR Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, andprepayment of Base Rate Loans or Daily SOFR Loans; (ii) any prepayment of Term SOFR Committed Loans shall be in a principal amount of $3,000,000; and (iii) any prepayment of Base Rate Loans or Daily SOFR Loans shall be in a principal amount of $500,000 or, in each case, shall promptly 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 transmitted revoked by the Borrower if such condition is not satisfied. Each such notice shall specify (x) the date and amount of such prepayment, (y) the Type(s) of Loans to be prepaid and, (z) if Term SOFR Committed Loans are to be prepaid, the Interest Period(s) of such Term SOFR Committed Loans. The Administrative Agent to will promptly notify each Appropriate Lender of its receipt of each such notice, and of the Lenders; amount of such Appropriate Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. (b) each partial prepayment No Competitive Loan may be prepaid voluntarily without the prior consent of the applicable Competitive Loan Lender. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments, the Borrower shall immediately prepay Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans equal to such excess. (d) Prepayments 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; (cSection 2.06(c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) 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 connection with any prepayment pursuant to this Section 5.1first, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the L/C Borrowings (without reduction of any of the Revolving Credit Commitments), second, shall be applied ratably to the outstanding Revolving Credit Loans included in (without reduction of any of the prepaid BorrowingRevolving Credit Commitments) and Competitive Loans and third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon a drawing under 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 Revolving Lenders or the relevant L/C Issuers, as applicable.

Prepayments. (a) The Borrower shall have Company may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of prepayment of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the LendersLoans; (bii) each partial any 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each applicable 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 Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. (b) At any time during which an Autoborrow Agreement is not in effect, the Company 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 (di) 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 prepayments prepayment shall be applied first 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 Company, the Company 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 Advance Limit then in effect (including the Revolving Borrowing Base in effect after giving pro forma effect to any outstanding Swingline Disposition required to be reported pursuant to Sections 6.02(c) and 6.03(g)), the Company shall immediately prepay Loans and second and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to Total Outstandings exceed the Revolving Credit Advance Limit then in effect. (d) If for any reason the aggregate Outstanding Amount of Swing Line Loans included exceeds the Swing Line Sublimit, the Company shall immediately prepay Swing Line Loans in the prepaid Borrowingan aggregate amount at least equal to such excess.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium Committed Loans or penalty, Incremental Term Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Fixed Period Eurodollar Rate Loans shall be in an a principal amount that is of $2,000,000 or a whole multiple of $100,000 500,000 in excess thereof, and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding (or in the case of each of clauses (ii) and (iii), such other amount as may be provided in the applicable Incremental Term Loan Agreement). Each such notice shall specify (x) the date and amount of such prepayment, (y) whether such Loans are Committed Loans or Incremental Term Loans, and, if Incremental Term Loans, the applicable Series and (z) the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Revolving Lender or Incremental Term Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (dby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment (1) of Committed Loans shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Pro Rata Shares and (2) of Incremental Term Loans shall be applied to Incremental Term Loans in such Series in accordance with their respective Pro Rata Shares. (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 prepayments prepayment shall be applied first 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 Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans, the applicable provisions of Section 2.11; provided further that at Total Revolving Outstandings exceed the Borrower’s election Aggregate Revolving Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayments prepayment shall be applied first to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any outstanding Swingline reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and second and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.04(b) unless after the last day prepayment in full 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included the Total Outstandings exceed the Aggregate Commitments then in the prepaid Borrowingeffect.

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans of any Borrowing, without premium or penalty, Class in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentfive, the amount of such prepayment and (in the case of LIBOR Loansprepayment of Loans denominated in Special Notice Currencies) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Term SOFR Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 and 1,000,000 in an aggregate excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of at least $5,000,0005,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that no partial and (iv) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further that such notice may be revocable if the Company specifies therein that such prepayment is contingent upon the consummation of an anticipated transaction. Each such notice shall specify the date and amount of such prepayment, the Type(s), Class(es) and currency or currencies of Committed Loans to be prepaid and, in the case of Term SOFR Loans and Eurocurrency Rate Loans not denominated in Sterling are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of the applicable Class 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 Company, the applicable 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 Term SOFR Loan or Eurocurrency 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 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders of the applicable Class in accordance with their respective Applicable Percentages. (db) The Company 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 prepayments prepayment shall be applied first to 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 Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any outstanding Swingline Loans and second to any time that the Total Revolving Credit LoansOutstandings for the US Dollar Revolving Credit Facility at such time exceed an amount equal to 100% of the US Dollar Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay US Dollar Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; and (e) any prepayment provided, however, that, subject to the provisions of LIBOR Loans Section 2.16(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(c) unless after the prepayment in full of the US Dollar Revolving Credit Loans the Total Revolving Credit Outstandings under the US Dollar Revolving Credit Facility exceed the US Dollar Revolving Credit Commitments then in effect. If the Administrative Agent notifies the Company at any day other than time that the last day Total Revolving Credit Outstandings for the Multicurrency Revolving Credit Facility at such time exceed an amount equal to 105% of a LIBOR Period applicable thereto the Multicurrency Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall be prepay Multicurrency Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Multicurrency Revolving Credit Commitments; provided, however, that, subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at 2.16(a), the Borrower’s election in connection with any prepayment Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1, such 2.05(c) unless after the prepayment shall not be applied to any Revolving Credit Loan in full of a Defaulting Lender. Each prepayment of a Borrowing of the Multicurrency Revolving Credit Loans shall be applied ratably to the Total Revolving Credit Loans included Outstandings under the Multicurrency Revolving Credit Facility exceed the Multicurrency Revolving Credit Commitments then in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice (which may be subject to the following conditions: (aconditional) the Borrower shall give must be received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than 12:00 noon (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans or LIBOR Floating Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of Base Rate Committed Loans or 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; (c) each partial prepayment of Swingline Floating Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof 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 Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayments prepayment shall be applied first to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any outstanding Swingline Loans and second to reason the Total Outstandings at any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than time exceed the last day of a LIBOR Period applicable thereto shall be subject to compliance by Aggregate Commitments then in effect, the Borrower with shall, on the next Business Day following the date on which the Borrower receives notice from the Administrative Agent, prepay Loans in an aggregate amount equal to such excess. (c) No Bid Loan may be prepaid without the prior consent of the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Bid Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing.

Prepayments. The (a) Each Borrower shall have may, upon written notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Eurocurrency 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. The payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency 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 2.18, 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 written 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 (di) 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 prepayments prepayment shall be applied first in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. The applicable 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 the Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to any outstanding Swingline 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and second and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to any Revolving Credit Loansreduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; and (e) any prepayment provided, however, that, subject to the provisions of LIBOR Loans Section 2.17(a)(i), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any day other than time and from time to time after the last day initial deposit of a LIBOR Period applicable thereto such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall be subject prepay Loans in an aggregate amount sufficient to compliance by reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election Alternative Currency Sublimit then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no not later than 10:00 a.m. (New York timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Revolving Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 2,500,000 or a whole multiple of $100,000 500,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Revolving Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest 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 Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company 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 12:00 noon 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 Company, the Company 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, then, the Company shall immediately prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The (a) Each Borrower shall have the right right, upon notice to prepay any Borrowingthe Administrative Agent, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall time to prepay any Borrowing, in whole or in part, provided that such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepaymentprepayment of ABR Loans); provided, andhowever, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) that each partial prepayment of Revolving Credit Loans shall be in an amount that is a (i) an integral multiple of $100,000 500,000 and in not less than $1,000,000, for any ABR Loan, or (ii) an integral multiple of $1,000,000 and not less than $3,000,000, for any Eurodollar Loan. (b) If, on the date of any termination or reduction of the Commitments pursuant to Section 1.03, or any adjustment of Sublimits pursuant to Section 1.06, the aggregate principal amount of all Loans to any Borrower outstanding at least $5,000,000; provided that no partial prepayment any time exceeds such Borrower’s Sublimit (such excess, an “Over-Advance”), then such Borrower shall pay or prepay so much of LIBOR the Loans made pursuant in an amount equal to a single Borrowing shall reduce the lesser of such Over-Advance and the aggregate principal amount of all Loans outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; Borrower. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each partial prepayment of Swingline Loans Borrowing (or portion thereof) to be prepaid, shall be in an irrevocable and shall commit such Borrower to prepay such Borrowing by the amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such stated therein on the date stated therein. All prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to under this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto 2.08 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 connection with any prepayment pursuant to 2.12 but otherwise without premium or penalty. All prepayments under this Section 5.1, such prepayment 2.08 shall not be applied accompanied by accrued interest on the principal amount being prepaid to any Revolving Credit Loan the date of a Defaulting Lenderpayment. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably made to the Revolving Credit Administrative Agent, to be distributed to the Lenders, pro rata in accordance with the proportion that each Lender’s Loans included in of the Type prepaid Borrowingbears to the aggregate amount of all Lenders’ Loans of such Type outstanding.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Credit Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no not later than 10:00 a.m. (New York timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $2,000,000 or a whole multiple of $100,000 and 1,000,000 in an aggregate excess thereof (or, if less, the entire principal amount of at least $5,000,000thereof then outstanding); provided that no partial and (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayments prepayment shall be applied first to any outstanding Swingline the Loans and second to any of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Unless the Borrower otherwise instructs the Administrative Agent at the time prepayment is made, prepayment of Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 2.05(a) shall not reduce the Aggregate Revolving Credit Commitments. (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 10:00 a.m. on the date of the prepayment, and (ii) any day other than the last day of a LIBOR Period applicable thereto such prepayment shall be subject to compliance 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 Borrower, the Borrower with shall make such prepayment and the applicable provisions of Section 2.11payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Revolving Credit Commitments 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 in an aggregate amount equal to such excess; provided further provided, however, that at the Borrower’s election in connection with any prepayment Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1, such 2.05(c) unless after the prepayment shall not be applied to any Revolving Credit Loan in full of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included and Swing Line Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentfive, the amount of such prepayment and (in the case of LIBOR Loansprepayment of Loans denominated in Special Notice Currencies) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall irrevocably 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 Eurocurrency 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 prepayments prepayment shall be applied first to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) If the Administrative Agent notifies the Borrower at any outstanding Swingline time that the Total Outstandings at any such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and second and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to any Revolving Credit Loansreduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; and (e) any prepayment provided, however, that, subject to the provisions of LIBOR Loans Section 2.15, the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any day other than time and from time to time after the last day initial deposit of a LIBOR Period applicable thereto such Cash Collateral, request additional Cash Collateral be provided in order to protect against the results of further exchange fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall be prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at 2.15, the Borrower’s election in connection with any prepayment Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.12.05(d) unless after prepayment in full of the Loans the Total Outstandings denominated in Alternative Currencies exceed the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such prepayment shall not Cash Collateral, request additional Cash Collateral be applied provided in order to any Revolving Credit Loan protect against the results of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingfurther exchange fluctuations.

Prepayments. (a) The Borrowers may prior to a Cash Dominion Event, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided, that, (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBO Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit LIBO Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO 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, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. 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, (di) 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 prepayments prepayment shall be applied first 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 prepay Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess no later than one (1) Business Day thereafter; provided, that, the Borrowers shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Loan Cap as then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, Revolving Loans in whole or in part without premium or penalty, except as set forth in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall Section 3.05; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Base Rate Revolving Credit Loans Loans; and (ii) any prepayment 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 2,000,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the 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 (di) 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 prepayments prepayment shall be applied first 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 Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(c) unless after the prepayment in full of the Revolving Loans the Total Outstandings exceed the Aggregate Revolving Commitments then in effect. If for any day other than reason the last day Outstanding Amount of a LIBOR Period applicable thereto shall be subject to compliance by all Swing Line Loans exceed the Swing Line Sublimit, the Borrower with shall immediately prepay the applicable provisions of Section 2.11; provided further that at the Borrower’s election Swing Line Loans in connection with any prepayment pursuant an aggregate amount equal to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexcess.

Prepayments. (a) The Borrower shall have may, upon delivery of a Notice of Committed Loan Prepayment to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) [Reserved]. (c) 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. (d) 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 prepayments excess; provided, however, that the Borrower shall not be applied first required to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.06(d) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrowers may, upon notice by the Parent Borrower shall have to the right Administrative Agent, at any time or from time to time, voluntarily prepay any Borrowing, without premium or penalty, Committed Revolving Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to time. Such prepayment of Revolving Credit Loans and 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) 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 shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the any date of such prepayment and of Eurocurrency Rate Loans denominated in Dollars, (iiB) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) (or such shorter period as the Administrative Agent shall agree) prior to any Swingline Loan, no later than 10:00 a.m. date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (New York timeC) on the date of such prepayment, andprepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a minimum principal amount of $1,000,000; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount the Dollar Equivalent of which is $500,000; and (iv) any prepayment of Base Rate Committed Revolving Loans shall be in a minimum principal amount of $500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s), Tranche and currency of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Revolving 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 Parent 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; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Parent Borrower if such condition is not satisfied. Any prepayment of a Eurocurrency 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 2.18, each prepayment made pursuant to this clause (a) shall be made ratably among the Revolving Lenders in accordance with their respective Applicable Percentages of the Committed Revolving Loans. (b) The Borrowers may, upon notice by the Parent Borrower to the Swing Line Lenders (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 Lenders 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. The Administrative Agent will promptly notify each Swing Line Lender of the amount of such Swing Line Lender’s Applicable Swing Line Percentage of such prepayment. If such notice is given by the Parent 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; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrowers if such condition is not satisfied. Each prepayment made pursuant to this clause (b) shall be made ratably among the Swing Line Lenders in accordance with their respective Applicable Swing Line Percentage of the Swing Line Loans. (c) If the Administrative Agent notifies the Parent Borrower at any time that (i) the Total Revolving Outstandings at such time exceed an amount equal to one hundred five percent (105%) of the Aggregate Revolving Commitments then in effect, (ii) the L/C Obligations at such time exceed the Letter of Credit Sublimit then in effect, (iii) the Swing Line Loans outstanding at such time exceed the Swing Line Sublimit then in effect, or (iv) the Outstanding Amount of all Committed Revolving Loans denominated in Alternative Currencies at such time exceeds an amount equal to one hundred five percent (105%) of the Alternative Currency Sublimit then in effect, the Borrowers shall promptly (and in any event within one (1) Business Day or, in the case of the Alternative Currency Sublimit, within five (5) Business Days) prepay the applicable Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Outstandings as of such date of payment to an amount not to exceed the Aggregate Revolving Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a)(iv), the Borrowers shall not be transmitted required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Committed Revolving Loans and the Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (d) The Borrowers may, upon notice by the Parent Borrower to the Administrative Agent, at any time or from time to time, voluntarily prepay Term A-1 Loans in whole or in part 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 (or such shorter period as the Administrative Agent shall agree) prior to each any date of prepayment of Term A-1 Loans that are Eurocurrency Rate Loans and (B) on the Lendersdate of prepayment of Term A-1 Loans that are Base Rate Loans; (bii) each partial any prepayment of Revolving Credit Term A-1 Loans that are Eurocurrency Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate minimum principal amount of at least $5,000,0001,000,000; provided that no partial and (iii) any prepayment of LIBOR Term A-1 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; (c) each partial prepayment of Swingline that are Base Rate Loans shall be in an a minimum principal amount that is a multiple of $100,000 or a whole multiple 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 $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not and the Type(s) of Term A-1 Loans to be applied prepaid and, if Eurocurrency Rate Loans are to any Revolving Credit Loan be prepaid, the Interest Period(s) of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing.such Term A-1

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, such other amount equal to 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Pro Rata Shares. Notwithstanding the foregoing, prepayments of Loans of a Disqualified Lender pursuant to Section 10.16 shall be applied solely to such Disqualified Lender’s Loans, and not in accordance with the respective Pro Rata Shares. (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 (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 4:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first 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 Revolving Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Commitments then in the prepaid Borrowingeffect.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBO Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit LIBO Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof 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 LIBO Rate Loans, the Interest Period(s) of such Committed 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, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. Each such prepayments prepayment shall be applied first to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any outstanding Swingline reason the Total Outstandings at any time exceed the Loan Cap, the Borrowers shall immediately prepay Committed Loans and second L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(b) unless after the last day prepayment in full of a LIBOR Period applicable thereto the Committed Loans the Total Outstandings exceed the Loan Cap. (c) The Borrower shall be subject to compliance by prepay the Borrower Committed Loans and Cash Collateralize the L/C Obligations in accordance with the applicable provisions of Section 2.11; provided further that at 6.13 hereof. (d) The Borrowers shall prepay the Borrower’s election Loans and Cash Collateralize the L/C Obligations in connection with an amount equal to the Net Proceeds received by a Loan Party on account of any prepayment Permitted Disposition arising under clause (b) of the definition thereof in excess of the sale of five percent (5%) of the number of the Loan Parties’ Stores in any Fiscal Year. (e) Prepayments made pursuant to this Section 5.12.05(b), such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans (c) and (d) above, first, shall be applied ratably to the Revolving Credit L/C Borrowings, second, shall be applied ratably to the outstanding Committed Loans included which are Base Rate Loans, third, shall be applied ratably to the outstanding Committed Loans which are LIBO Rate Loans, fourth, shall be used to Cash Collateralize the remaining L/C Obligations; and, fifth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings 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 prepaid Borrowingordinary 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 shall have the right may, upon notice to Administrative Agent pursuant to delivery to Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than penalty; provided that (i) in the case of any Revolving Credit Loan, 10:00 such notice must be received by Administrative Agent not later than 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. 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 Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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 such prepayments prepayment shall be applied first to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total Outstandings at any time exceed the lesser of (A) Aggregate Commitments then in effect or (B) Borrowing Base Availability minus Borrowing Base Debt other than the Obligations or (ii) the outstanding Swingline Borrowing Base Debt shall at any time exceed Borrowing Base Availability, then Borrower shall immediately prepay Loans and second and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day 2.04(b) unless after the prepayment in full of the Loans either (x) the Total Outstandings exceed the lesser of (1) the Aggregate Commitments then in effect or (2) Borrowing Base Availability minus Borrowing Base Debt other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by Obligations or (y) the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a outstanding Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid BorrowingBase Debt exceeds Borrowing Base Availability.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than 1:00 p.m. (iA) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) two Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 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 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBO Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit LIBO Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof 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 LIBO Rate Loans, the Interest Period(s) of such Committed 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, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. Each such prepayments prepayment shall be applied first to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything to the contrary contained herein, the Borrowers may rescind any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any notice of prepayment of LIBOR Loans provided pursuant to this Section 5.1 2.05(a) if such prepayment would have resulted from a refinancing of all of the Loans hereunder, which refinancing shall not have been consummated or shall otherwise have been delayed. (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 day other than the last day of a LIBOR Period applicable thereto such prepayment shall be subject to compliance 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 with Lead Borrower, the applicable provisions Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained herein, the Borrowers may rescind any notice of Section 2.11; prepayment provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, 2.05(b) if such prepayment would have resulted from a refinancing of all of the Loans hereunder, which refinancing shall not have been consummated or shall otherwise have been delayed. (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 Committed 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 applied required to any Revolving Credit Loan 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) After the occurrence and during the continuance of a Defaulting LenderCash Dominion Event, the Borrowers shall prepay the Loans in accordance with the provisions of Section 6.13. Each prepayment In addition, after the occurrence and during the continuance of a Borrowing Cash Dominion Event, any Net Proceeds received by a Loan Party upon the occurrence of Revolving Credit a Prepayment Event shall be paid over to the Administrative Agent on receipt by the Loan Parties and shall be utilized to prepay the Loans in the order of priority set forth in Section 2.05(e). The application of such Net Proceeds to the Loans shall not reduce the Commitments. If no Cash Dominion Event exists (or if all Obligations then due are paid in full during the existence of a Cash Dominion Event), then any Net Proceeds (or excess Net Proceeds, as the case may be) shall be remitted to the operating account of the Borrowers designated by the Lead Borrower. (e) Prepayments made pursuant to this Section 2.05, first, shall be applied ratably to the Revolving Credit Loans included L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans(without any reduction in the prepaid BorrowingCommitments), third, shall be used to Cash Collateralize the remaining L/C Obligations to the extent required pursuant to Section 2.03(g); 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) Each Borrower shall have may, upon notice from the right Company to the applicable Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than penalty; provided that (i) in such notice must be received by the case of any Revolving Credit Loan, 10:00 applicable Agent not later than 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) three Business Days prior to any date of prepayment of BBSY Loans denominated in Australian Dollars, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of BBSY Loans denominated in Australian Dollars shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Eurocurrency Rate Loans or BBSY Loans are to be prepaid, the Interest Period(s) of such Loans. The applicable Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s applicable portion of such prepayment. If such notice is given by the Company, the applicable 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 Eurocurrency Rate Loan or BBSY Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of Term A Loans shall be applied to the Term A Loans in inverse order of maturity pro rata among each U.S. Sub-facility Lender that is a holder of a Term A Loan. Each such prepayment shall be applied to other Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company 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 (di) 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 prepayments prepayment shall be applied first 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 Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed an amount equal to any outstanding Swingline 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and second and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to any Revolving Credit Loansreduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; and (e) any prepayment provided, however, that, subject to the provisions of LIBOR Loans Section 2.03(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any day other than time and from time to time after the last day initial deposit of a LIBOR Period applicable thereto shall such Cash Collateral, request that additional Cash Collateral be subject provided in order to compliance by protect against the Borrower with the applicable provisions results of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexchange rate fluctuations.

Prepayments. (a) The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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 Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. 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 (di) 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 prepayments prepayment shall be applied first 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 Borrowers, 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 Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrowers shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have Loan Parties may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment and of Eurodollar Rate Committed Loans or (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial except in the circumstances contemplated by Section 2.05(c), any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 and 1,000,000 in an aggregate excess thereof or, if less, the entire principal amount of at least $5,000,000thereof then outstanding; provided that no partial and (iii) except in the circumstances contemplated by Section 2.05(c), any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Company (d) on behalf of itself or any Borrowing Subsidiary), the applicable Loan Party shall make such prepayments prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied first to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) If for any outstanding Swingline reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, then upon written notice from the Administrative Agent, the Loan Parties shall immediately prepay Loans in an aggregate amount equal to such excess; provided, however, (i) if such prepayment obligation is a result of changes in the Spot Rate on any Revaluation Date and second to any Revolving Credit Loans; and (e) any the amount of such prepayment of LIBOR Loans obligation does not exceed $1,000,000, no such prepayment shall be required pursuant to this Section 5.1 2.05(c) and (ii) if such prepayment obligation is a result of changes in the Spot Rate on any day other than Revaluation Date and the last day amount of such prepayment obligation exceeds $1,000,000, the Loan Parties may defer such prepayment obligation until the next Revaluation Date (a LIBOR Period applicable thereto “Deferral Date”). On any Deferral Date, the Loan Parties shall prepay Loans in an aggregate amount equal to the amount by which the Total Outstandings (calculated using current Spot Rates) on such Deferral Date exceeds the Aggregate Commitments then in effect. (d) If for any reason the Dollar Equivalent of the aggregate outstanding principal amount of the Foreign Currency Committed Loans denominated in Mexican Pesos exceeds the Peso Sublimit then in effect, then upon written notice from the Administrative Agent, the Loan Parties shall immediately prepay Foreign Currency Committed Loans denominated in Mexican Pesos in an aggregate amount equal to such excess; provided, however, (i) if such prepayment obligation is a result of changes in the Spot Rate on any Revaluation Date and the amount of such prepayment obligation does not exceed $1,000,000, no such prepayment 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 connection with any prepayment required pursuant to this Section 5.1, 2.05(d) and (ii) if such prepayment obligation is a result of changes in the Spot Rate on any Revaluation Date and the amount of such prepayment obligation exceeds $1,000,000, the Loan Parties may defer such prepayment obligation until the next Deferral Date. On any Deferral Date, the Loan Parties shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit prepay Foreign Currency Committed Loans shall be applied ratably denominated in Mexican Pesos in an aggregate amount equal to the Revolving Credit amount by which the Dollar Equivalent of the aggregate outstanding principal amount of the Foreign Currency Committed Loans included denominated in Mexican Pesos (calculated using current Spot Rates) on such Deferral Date exceeds the prepaid BorrowingPeso Sublimit then in effect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, 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 Maximum Availability then in effect, the Borrower shall within one (1) Business Day after notice from the Administrative Agent 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 5.1 on any day other than 2.06(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Maximum Availability then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The (a) Borrower shall have the right may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than penalty; provided that (i) in the case of any Revolving Credit Loan, 10:00 such notice must be received by Administrative Agent not later than 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. 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 Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that Borrower shall be entitled to make any such payment conditional on the receipt of other financing or the proceeds of other transactions (dif such payment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. Any prepayment of a 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 2.17, 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 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 Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. 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; provided, however, that Borrower shall be entitled to make any outstanding Swingline such payment conditional on the receipt of other financing or the proceeds of other transactions (if such prepayment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. (c) If for any reason the Total Outstandings at any time exceed the Maximum Availability then in effect, then Borrower shall, within five (5) Business Days, prepay Loans and second and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Maximum Availability then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, 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 (di) 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 prepayments prepayment shall be applied first 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 Aggregate Commitments then in effect (including as a result of any reduction or termination of the Aggregate Commitments under Section 2.06), the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than clause (c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have the right to may prepay any Borrowing, Borrowing of Eurodollar Loans or Base Rate Loans without premium or penalty, penalty and in whole or in part at any time (but, if in part, then (i) in an amount not less than $1,000,000 and from time integral multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount required for a Borrowing pursuant to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject Section 2.4 hereof remains outstanding) upon irrevocable notice to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case form of LIBOR LoansExhibit E-3 (a “Paydown Notice”) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (iA) in the case of any Revolving Credit Loana Borrowing of Eurodollar Loans, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and prepayment, or (iiB) in the case of any Swingline Loana Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 10:00 a.m. 2:00 p.m. (New York time) on the date of such prepayment, andsuch prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, in each casewithout penalty or premium, shall promptly be transmitted by all outstanding Swing Line Loans, or any portion of the outstanding Swing Line Loans, upon delivery of a Paydown Notice to the Administrative Agent and the Swing Line Bank by 2:00 p.m. (New York time) on the date of repayment. In the case of Eurodollar Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to each the terms and conditions of the Lenders; this Agreement, be borrowed, repaid and borrowed again. (b) each partial If the aggregate amount of outstanding Loans and L/C Obligations shall at any time for any reason exceed the Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such excess to the Administrative Agent for the ratable benefit of the Banks as a prepayment of Revolving Credit the Loans and, if necessary, a prefunding of Letters of Credit. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Administrative Agent of such required prepayment. Each such prepayment shall be in an amount that is accompanied by a multiple payment of $100,000 all accrued and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR unpaid interest on the 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans prepaid and second to any Revolving Credit Loans; and (e) 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing2.11 hereof.

Prepayments. The Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Each Borrower shall give may, upon notice to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentAgent, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) Charlotte time on the date of such prepayment, specifying that it is prepaying Base Rate Loans made to it, prepay without penalty or premium such Base Rate Loans in whole at any time or in part in amounts aggregating $500,000 ($100,000 in the case of Swingline Loans) from time to time, by paying the principal amount to be paid. Each such optional prepayment shall be applied to pay the Base Rate Loans of the several Banks in proportion to their respective Pro Rata Shares. (b) Each Borrower may, upon at least three (3) Business Days’ notice to the Administrative Agent, given not later than 11:00 a.m., Charlotte time, specifying that it is prepaying the SOFR Loans made to it, prepay the SOFR Loans to which a given Interest Period applies, in whole, or in part in amounts aggregating $2,500,000, by paying the principal amount to be paid together with all accrued and unpaid interest thereon to and including the date of payment and any funding losses and other amounts payable under Section 2.10; provided, however, that in no event may such Borrower make a partial prepayment of SOFR Loans which results in the total outstanding SOFR Loans with respect to which a given Interest Period applies being less than $2,500,000. Each such optional prepayment shall be applied to pay the SOFR Loans of the several Banks in proportion to their respective Pro Rata Shares. (c) Each notice of prepayment under this Section 2.08 shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in each casethe case of SOFR Loans, the applicable Interest Period), and shall promptly be transmitted by irrevocable and shall bind the applicable Borrower to make such prepayment on the terms specified therein. Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent to shall promptly notify each Bank of the Lenders; (b) each partial contents thereof and of such Bank’s Pro Rata Share of such prepayment of Revolving Credit Loans and such notice shall not thereafter be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000revocable by such Borrower; provided that if such notice has also been furnished to the Banks, the Administrative Agent shall have no partial prepayment of LIBOR obligation to notify the Banks with respect thereto. 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans prepaid pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall 2.08 may be reborrowed, subject to compliance by the Borrower with the applicable provisions terms and conditions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid BorrowingAgreement.

Prepayments. The Except as expressly provided in this Agreement, all prepayments of principal made by any Borrower shall have the right pursuant to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans Section 4.4(e) through (g) shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than applied (i) in the case (1) if no Event of any Revolving Credit LoanDefault exists, 10:00 a.m. (New York time) three (3) Business Days prior to the date Scheduled Term Repayments of the Term Facility or Term Facilities designated by Company (in amounts designated by Company); and (2) if an Event of Default exists, first to the pro rata payment of the unpaid principal amount of the Term Loans (with the applicable Term Percentage of such prepayment repayment to be applied as a repayment of each of the Term Facilities) and second to the pro rata payment of the then outstanding balance of the Multicurrency Revolving Loans and French Revolving Loans (pro rata among such Facilities) and the Cash Collateralization of LC Obligations; (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to within each of the Lendersforegoing Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and (biii) each partial with respect to Eurocurrency Loans, in such order as such Borrower shall request (and in the absence of such request, as Administrative Agent shall determine). Each prepayment of Revolving Credit Term Loans made pursuant to Section 4.4(e) through (g) shall be in an amount that is allocated within each Term Loan to reduce the remaining Scheduled Term Repayments on a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial pro rata basis. If any prepayment of LIBOR Eurocurrency 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 Amount, such Borrowing shall immediately be converted into Base Rate Loans; (c) each partial prepayment . All prepayments shall include payment of Swingline Loans accrued interest on the principal amount so prepaid, shall be in an amount applied to the payment of interest before application to principal and shall include amounts payable, if any, under Section 3.5. No payments made pursuant to Sections 4.3, 4.4, or 4.5 by any Borrower that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments Foreign Subsidiary shall be applied first allocated to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day repayment 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid U.S. Borrowing.

Prepayments. (a) The Borrower shall have Company may, upon notice to the right Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form acceptable to time. Such prepayment of Revolving Credit Loans and 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) 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 shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of prepayment of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the LendersLoans; (bii) each partial any 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each applicable 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 Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. (b) At any time during which an Autoborrow Agreement is not in effect, the Company may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (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 (di) 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 prepayments prepayment shall be applied first 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 Company, the Company 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 Advance Limit then in effect (including the Revolving Borrowing Base in effect after giving pro forma effect to any outstanding Swingline Disposition required to be reported pursuant to Sections 6.02(c) and 6.03(g)), the Company shall immediately prepay Loans and second and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to Total Outstandings exceed the Revolving Credit Advance Limit then in effect. (d) If for any reason the aggregate Outstanding Amount of Swing Line Loans included exceeds the Swing Line Sublimit, the Company shall immediately prepay Swing Line Loans in the prepaid Borrowingan aggregate amount at least equal to such excess.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time, voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeCT) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Prime Rate Loans; and (ii) any prepayment of Prime Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such prepayments notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.14, each such prepayment shall be applied first to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any outstanding Swingline reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and second and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(b) unless after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. (c) During a Cash Collateral Event Period, the Borrower shall prepay the Loans as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any day Loan Party or any Subsidiary from all Dispositions (other than Permitted Transfers) and Involuntary Dispositions within two (2) Business Days of the last day date of a LIBOR Period applicable thereto such Disposition or Involuntary Disposition; provided, however, that so long as no Default shall have occurred and be subject continuing, such Net Cash Proceeds shall not be required to compliance be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition or Involuntary Disposition in any fiscal year of the Borrower is equal to or greater than $500,000 and (B) at the election of the Borrower (as notified by the Borrower with to the applicable provisions Administrative Agent on or prior to the date of Section 2.11such Disposition or Involuntary Disposition) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in like assets within 180 days after the receipt of such Net Cash Proceeds; provided further that at that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay the Borrower’s election Loans . (d) During a Cash Collateral Event Period, within five (5) Business Days of the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans as hereinafter provided in connection with an aggregate amount equal to 100% of such Net Cash Proceeds. (e) During a Cash Collateral Event Period, within five (5) Business Days of the receipt by any prepayment Loan Party or any Subsidiary of the Net Cash Proceeds of any Equity Issuance, the Borrower shall prepay the Loans as hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds. (f) During a Cash Collateral Event Period, within five (5) Business Days of receipt by any Loan Party or any Subsidiary of any Extraordinary Receipt received by or paid to or for the account of any Loan Party or any of its Subsidiaries, and not otherwise included in clauses (c) through (e) of this Section 2.05, the Borrower shall prepay the Loans as hereinafter provided in an aggregate principal amount equal to 100% of all Net Cash Proceeds received therefrom. (g) Prepayments of the Revolving Facility made pursuant to this Section 5.12.05(c) through (f), such prepayment first, shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans the L/C Borrowings, and second, shall be applied ratably to the outstanding Revolving Credit Loans, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Revolving Loans included 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 pursuant to Section 2.05(b), 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 or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Lenders, as applicable. All prepayments under this Section 2.05 shall be without premium or penalty and shall be accompanied by interest on the principal amount prepaid Borrowingthrough the date of prepayment.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBO Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit LIBO Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 50,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Loans shall be in a principal amount of $50,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Committed 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, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. 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. 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 Committed 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 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable Total Outstandings exceed the Loan Cap. (d) Notwithstanding the provisions of Section 2.11; provided further that at 2.05(a) or 2.05(b), so long as the Borrower’s election cash management procedures set forth in connection Section 6.13 are in effect, any proceeds deposited to the Concentration Account in accordance with the provisions of Section 6.13, including, without limitation, any prepayment Net Proceeds received by a Loan Party upon the occurrence of a Prepayment Event and upon the direction of the Lead Borrower shall, (i) if deposited in the Concentration Account not later than 2:00 p.m. in immediately available funds, be utilized to prepay the Loans on the date such funds were deposited into the Concentration Account, or (ii) if deposited in the Concentration Account after 2:00 p.m. in immediately available funds, be utilized to prepay the Loans on the next Business Day following the date such funds were deposited into the in the Concentration Account, in either case in the order of priority set forth in Section 2.05(e). The application of all such proceeds to the Loans shall not reduce the Commitments. If all Obligations then due pursuant to Section 2.05(e) are paid in full, then any proceeds deposited to the Concentration Account shall be remitted without any deduction other than customary fees to the operating account of the Borrowers designated by the Lead Borrower on (i) if received in the Concentration Account not later than 2:00 p.m. in immediately available funds, the date such funds were deposited into the in the Concentration Account, or (ii) if received in the Concentration Account after 2:00 p.m. in immediately available funds, the next Business Day following the date such funds were deposited into the in the Concentration Account. (e) Prepayments made pursuant to this Section 5.12.05, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans first, shall be applied ratably to the Revolving Credit L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans included that are Base Rate Loans, third, shall be applied ratably to the outstanding Committed Loans that are LIBO Rate Loans, fourth, shall be used to Cash Collateralize the remaining L/C Obligations in accordance with Section 2.03(g) (after and during the continuation of an Event of Default); and, fifth, the amount remaining, if any, may be retained by and shall be released to the Borrowers for use in the prepaid Borrowingordinary course of their business; provided however, that so long as no Event of Default has occurred and is continuing, in the event of any payments pursuant to Section 2.05(d), at the Lead Borrower’s election, in lieu of prepaying, any then outstanding LIBO Rate Loans such funds may be retained by the Agent in an interest bearing account for the benefit of the Borrowers in an amount sufficient to Cash Collateralize any such LIBO Rate Loans until same may be paid without any prepayment or other charges. 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 shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part may at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject time prepay the Loans, in whole or in part, without premium or penalty (other than breakage costs if due under Section 2.14), upon at least three Business Days' irrevocable notice to the following conditions: (a) Administrative Agent, specifying the Borrower shall give date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent written shall promptly notify each Lender thereof. If any notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentprepayment is given, the amount of specified in such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment due and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) payable on the date of such prepaymentspecified therein, andtogether with accrued interest to the payment date on the amount prepaid and amounts, in each caseif any, shall promptly required to be transmitted by the Administrative Agent paid pursuant to each of the Lenders; (bSection 2.14. Partial prepayments pursuant to this Section 2.5(a) 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; . (b) If on any date the Administrative Agent or the Borrower shall receive, with respect to any Property, any payment in respect of excess wear and tear pursuant to Section 21.3 of the Lease (a "Wear and Tear Payment") or any Net Sales Proceeds Shortfall pursuant to Section 21.3 of the Lease, such payment shall be applied to prepay the Loans on such date in accordance with Section 8.1(b)(vi). (i) On any date on which the Lessee is obligated to pay the Lessor an amount equal to (x) the Termination Value of any Property in connection with the delivery of a Termination Notice or (y) the Termination Value of any Property in connection with the exercise of a Purchase Option (including in respect of a Casualty or Condemnation as set forth in Section 15.1(g) of the Lease) or the Termination Value for all Properties in connection with the exercise of the Maturity Date Purchase Option, such amount shall be applied to prepay the Loans on such date in accordance with Section 8.1(b)(ii), and (ii) on any date on which any Property shall have been sold pursuant to Section 21 of the Lease, the Borrower shall prepay CREDIT AGREEMENT the Loans on such date in an amount equal to the proceeds of such sale (net of costs and expenses described in Section 21.2(i) of the Lease) in accordance with Section 8.1(b)(iii). (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any Each prepayment of LIBOR the Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto 2.5(b) or 2.5(c) shall be subject allocated to compliance by reduce the Borrower with Tranche A/B Property Cost of the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lenderaffected Property. Each prepayment of a Borrowing of Revolving Credit the Loans pursuant to Section 2.5(a) shall be applied ratably allocated to reduce the respective Tranche A/B Property Costs of all Properties, pro rata according to the Revolving Credit Loans included in Tranche A/B Property Costs of such Properties immediately before giving effect to such prepayment. Any amounts applied to reduce the prepaid BorrowingTranche A/B Property Cost of any Construction Period Property pursuant to this paragraph (d) shall also be applied to reduce the Tranche A/B Construction Property Cost of such Property until such Tranche A/B Construction Property Cost has been reduced to zero. (e) In connection with each prepayment of the Loans, the Borrower shall pay amounts, if any, required to be paid pursuant to Section 2.14.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent appropriately signed by a Responsible officer (which such notice is in a form reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall have be reasonably approved by the right Administrative Agent)), at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form acceptable to time. Such prepayment of Revolving Credit Loans and 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) 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 shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayments prepayment shall be applied first to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any outstanding Swingline Loans and second to reason the Total Outstandings at any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than time during the last day of a LIBOR Availability Period applicable thereto shall be subject to compliance by exceed the Aggregate Commitments then in effect, the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election shall immediately prepay Loans in connection with any prepayment pursuant an aggregate amount equal to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexcess.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form acceptable to time. Such prepayment of Revolving Credit Loans and 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) 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 shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, andprepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,500,000; and (iii) any prepayment of Base Rate Committed Loans shall be in a minimum principal amount of $500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate 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 the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be transmitted due and payable on the date specified therein. Any prepayment of a 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 2.17, each such prepayment shall be promptly paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (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 (A) such notice must be received by the Swing Line Lender and the Administrative Agent to each not later than 1:00 p.m. on the date of the Lenders; prepayment, and (bB) each partial any such prepayment of Revolving Credit Loans shall be in an a minimum principal amount that is a multiple of $100,000 100,000. 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 Total Revolving Credit Outstandings exceed the Revolving Credit Facility then in effect, the Borrower shall immediately prepay Loans (including Swing Line Loans and L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant necessary to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant cause Total Revolving Credit Outstandings to such Borrowing to an amount equal or be less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit LoansFacility then in effect; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included and Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility then in the prepaid Borrowingeffect.

Prepayments. The (a) Borrower shall have the right may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than penalty; provided that (i) in the case of any Revolving Credit Loan, 10:00 such notice must be received by Administrative Agent not later than 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR 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 Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. 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 Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest 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 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 either the Total Revolving Outstandings at any time exceeds the Available Revolving Loan Amount, or the Total Outstandings at any time exceeds the Available Loan Amount, then Borrower shall, within five (5) Business Days, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess, with any such prepayment being first applied to the Total Revolving Outstandings and then to the Total Term Loan Outstandings; provided that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans, the applicable provisions of Section 2.11; provided further that at Total Revolving Outstandings exceed the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Available Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid BorrowingAmount.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at without premium or penalty; provided that any time and from time to time. Such prepayment of Revolving Credit Loans and 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) 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 shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Eurodollar Rate Committed 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Committed Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) 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. (d) 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 5.1 on any day other than 2.06(d) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right to prepay any BorrowingAdministrative Agent, without premium or penalty, in whole or in part at any time and from time to time. Such time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. on the date of prepayment; (ii) any prepayment of Revolving Credit Loans and Swingline Loans shall be subject in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any voluntary prepayment of Loans made on or prior to the following conditions: (a) third anniversary of the Borrower Closing Date shall give be accompanied by any applicable Exchange Rate Make-Whole Payment. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent written notice (or telephonic notice will promptly confirmed in writing) notify each Lender of its intent to make receipt of each such prepaymentnotice, and of the amount of such Lender’s Applicable Percentage of such prepayment. The Borrower shall make such prepayment and (the payment amount specified in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which such notice shall be given due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, 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 condition is not satisfied. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the aggregate Net Proceeds received by the Loan Parties on account of Dispositions of any property or assets of a Loan Party described in clauses (f), (j), (m) and (n) of the definition of Permitted Disposition exceeds $15,000,000 in any Fiscal Year, then the Borrower shall prepay the Loans in an amount equal to such excess, no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date after receipt by any Loan Party of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, andNet Proceeds, in each casecase without premium or penalty except to the extent required by Section 2.09(b); provided, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Loans shall be in an amount however, 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; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied required to any Revolving the extent that such Net Proceeds have been utilized to prepay the loans or cash collateralize other obligations under the ABL Credit Loan Agreement. Notwithstanding the foregoing, in the case of a Defaulting Lender. Each Disposition of the DC Shoes Business, an amount equal to the Net Proceeds may be utilized first, to prepay loans and/or cash collateralize other obligations under the ABL Credit Agreement; second, in the event such Disposition of the DC Shoes Business is a voluntary sale, to prepay the loans then outstanding under Facility A (as defined under the French Credit Agreement); third, in the event such Disposition of the DC Shoes Business is a voluntary sale, unless the NP Cash Collateral (as defined under the French Credit Agreement) has been released prior to a Permitted Disposition of the DC Shoes Business, for the purpose of (x) releasing the NP Cash Collateral and substituting the Parent in lieu of Na Pali thereunder or (y) increasing the share capital of Quiksilver Europa SL by way of cash contribution (through a share capital increase of Biarritz Holdings S.à ▇.▇.), releasing the NP Cash Collateral and substituting Quiksilver Europa SL in lieu of Na Pali thereunder; and fourth, to prepay the Loans or the Euro Term Loans. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of any other event that results in a mandatory prepayment of a Borrowing the loans under the ABL Credit Agreement (other than any mandatory prepayment relating to overadvance or borrowing base matters under the ABL Credit Agreement) no later than three (3) Business Days after receipt by any Loan Party of Revolving Credit Loans shall be applied ratably such Net Proceeds, in each case without premium or penalty except to the Revolving extent required by Section 2.09(b); provided, however, that such prepayment shall not be required to the extent that such Net Proceeds have been utilized to prepay the loans or cash collateralize other obligations under the ABL Credit Agreement. (d) The Borrower shall prepay the Loans included in full, without premium or penalty except to the prepaid Borrowingextent required by Section 2.09(b), upon the occurrence of a Change of Control.

Prepayments. The (a) If at any time (i) the aggregate principal amount of Revolving Obligations outstanding shall exceed the Total Revolving Committed Amount, (ii) the aggregate principal amount of Revolving Obligations outstanding shall exceed the Borrowing Base, (iii) the aggregate principal amount of LOC Obligations outstanding shall exceed the LOC Committed Amount or (iv) the aggregate principal amount of all Swingline Loans outstanding shall exceed the Swingline Committed Amount, the Borrower will immediately prepay Revolving Obligations (or, in the case of a prepayment in respect of Letters of Credit under clause (iii), to a cash collateral account) to the extent necessary to eliminate any such excess; provided that any such prepayment shall be subject to the terms of Section 3.5. (b) Subject to the terms of Section 3.5 hereof, the Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at its option at any time and from time to time. Such prepayment time to prepay any of Revolving Credit the Loans and 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) 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 shall be given by the Borrower no later than hereunder; provided (i) in the case any such prepayment of any Revolving Credit a Base Rate Loan, 10:00 in whole or in part, shall be (A) received not later than 11:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline LoanCharlotte, no later than 10:00 a.m. (New York North Carolina time) on the Business Day that is the date of such prepayment, and(B) in the principal amount of $500,000 or such greater amount which is an integral multiple of $250,000 if prepaid in part, and (C) accompanied by a Notice of Prepayment, and (ii) any such prepayment of a Eurodollar Rate Loan, in each casewhole or in part, shall promptly be transmitted by (A) received not later than 11:00 a.m. (Charlotte, North Carolina time) on the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Loans shall be in an amount Business Day that is a the date of such prepayment, (B) in the principal amount of $1,000,000 or such greater amount which is an integral multiple of $100,000 if prepaid in part, and (C) accompanied by a Notice of Prepayment. Each Notice of Prepayment shall specify the prepayment date, each Loan to be prepaid and the principal amount thereof, shall be irrevocable and shall commit the Borrower to prepay each such Loan in an the amount and on the date stated therein. (c) Any prepayments pursuant to this Section 2.7 not otherwise specifically provided for in this Section 2.7, shall be applied as provided in Section 2.4(f) hereof. (d) All prepayments of Loans under this Section 2.7 shall, as regards Interest Rate Type, be applied first to Base Rate Loans, and subject to Section 2.7(f) hereof, then to Eurodollar Rate Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e., those Eurodollar Rate Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). (e) All prepayments under this Section 2.7 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment. (f) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.7, but for the operation of this Section 2.7(f) (each a “Prepayment Date”), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of at least $5,000,000; provided that Base Rate Loans which are of the type required to be prepaid (i.e., Revolving Loans), and no partial prepayment Default or Event of LIBOR Loans made pursuant to a single Borrowing Default exists or is continuing, then on such Prepayment Date, (i) the Borrower shall reduce deposit Dollars into the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be Cash Collateral Account in an amount that is a multiple equal to such excess, and only the outstanding Base Rate Loans which are of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments the type required to be prepaid shall be applied first required to any outstanding Swingline Loans and second to any Revolving Credit Loans; be prepaid on such Prepayment Date and (eii) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of each Interest Period after such Prepayment Date in effect with respect to a LIBOR Eurodollar Rate Loan which is of the type required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Cash Collateral Account (and liquidate investments held in the Cash Collateral Account, as necessary) to prepay such Eurodollar Rate Loans for which the Interest 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably is then ending to the Revolving Credit Loans included extent funds are available in the prepaid BorrowingCash Collateral Account.

Prepayments. The (a) Each Borrower shall have may, upon notice to the right applicable Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no later than penalty; provided that (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no notice must be received by such Administrative Agent not later than 10:00 a.m. (New York Pacific time) (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans, and (B) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. Such Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the applicable Committed Loans of the applicable Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the applicable Administrative Agent), at any time or from time to time, voluntarily prepay its Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the applicable Swing Line Lender and the applicable Administrative Agent not later than 10:00 a.m. (Pacific time) on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first to 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 applicable 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 outstanding Swingline reason the Outstanding Amount of all Domestic Loans and second Domestic L/C Obligations at any time exceeds the Aggregate Domestic Commitments then in effect, the Domestic Borrower shall immediately prepay Domestic Loans and/or Cash Collateralize the Domestic L/C Obligations in an aggregate amount equal to such excess. If for any Revolving Credit reason the Outstanding Amount of all Canadian Loans; , Canadian L/C Obligations and (e) Acceptances at any prepayment of LIBOR time exceeds the Aggregate Canadian Commitments then in effect, the Canadian Borrower shall immediately prepay Canadian Loans pursuant and/or Cash Collateralize the Canadian L/C Obligations and/or Acceptances in an aggregate amount equal 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexcess.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form acceptable to time. Such prepayment of Revolving Credit Loans and 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) 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 shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, andprepayment of Base Rate Committed Loans, in each case, shall promptly be transmitted by or such later time as is reasonably acceptable to the Administrative Agent to each of the LendersAgent; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate minimum principal amount of at least $5,000,0001,000,000; provided that no partial and (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a minimum principal amount that is a multiple of $100,000 500,000 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, the Facility and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate 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 the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be promptly paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or a from time to time, voluntarily prepay Swing Line Loans in whole multiple or in part without premium or penalty; provided that (A) 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 $100,000 in excess thereof; the prepayment, and (dB) any such prepayments prepayment shall be applied first to in a minimum principal amount of $500,000. 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 outstanding Swingline reason Total Revolving Credit Outstandings exceed the Revolving Credit Facility then in effect, the Borrower shall immediately prepay Revolving Credit Loans (including Swing Line Loans and second L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount necessary to any cause Total Revolving Credit LoansOutstandings to equal or be less than the Revolving Credit Facility then in effect; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full 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 connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included and Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility then in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than 1:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayments prepayment shall be applied first to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any outstanding Swingline reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and second and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on any day other than or before December 31 of each calendar year, then the last day of a LIBOR Period applicable thereto Borrower shall be subject immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to compliance the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1then effective necessary or required approvals, consents and authorizations from such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid BorrowingGovernmental Authorities.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) 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 shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Fixed Period Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof, and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any 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; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (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 (di) 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 prepayments prepayment shall be applied first 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 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 any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(b) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans, the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.