Common use of Prepayments Clause in Contracts

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to 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. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, Borrower may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable notice delivered to the Administrative Agent no later than (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 10:00 A.M. on the date of prepayment such prepayment, in the case of Base Rate Loans or Cost of Funds Daily Simple SOFR Rate Loans; , and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and 10:00 A.M. three (iii3) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orU.S. Government Securities Business Days prior thereto, in each casethe case of Term SOFR Rate Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, the Type(s) of Loans Facility to be prepaid and whether the prepayment is of Daily Simple SOFR Rate Loans or Term SOFR Rate Loans; provided, that if a Term SOFR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepaymentthereof. If any such notice is given by the Borrowersgiven, 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 , together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment Partial prepayments of Loans shall be applied to the Loans in an aggregate principal amount of the Lenders in accordance with their respective Applicable Percentages$1,000,000 or a whole multiple thereof. (b) If for [Reserved] (c) If, on any reason (i) date, the Total WC Revolver Outstandings at any time Revolving Advances outstanding on such date exceed the lesser Total Revolving Commitments in effect on such date, the Borrower immediately shall prepay the outstanding Revolving Advances in the amount of (1) such excess. If, on any date, the Total WC Revolver Term Advances outstanding under the Term Loan I Facility on such date exceed the Total Term Loan Commitments then for Term Loan I Facility in effect and (2) the Borrowing Base at on such timedate, the Borrowers Borrower immediately shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations outstanding Term Advances under the Term Loan I Facility in an aggregate the amount equal to of such excess; provided. If, howeveron any date, that the Borrowers Total Term Advances outstanding under the Term Loan II Facility on such date exceed the Total Term Loan Commitments for the Term Loan II Facility in effect on such date, the Borrower immediately shall not be required to Cash Collateralize prepay the L/C Obligations outstanding Term Advances under the Term Loan II Facility in the amount of such excess. If, on any date, the Total Term Advances outstanding under the Term Loan III Facility on such date exceed the Total Term Loan Commitments for the Term Loan III Facility in effect on such date, the Borrower immediately shall prepay the outstanding Term Advances under the Term Loan III Facility in the amount of such excess. Any such prepayment pursuant to this Section 2.4(b2.5(c) unless shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts owing pursuant to Section 2.14. (d) Except as provided in Section 6, if the Borrower prepays any Loans under this Section 2.5 but fails to specify the applicable Facility and/or Loans that the Borrower intends to prepay, then such prepayment shall be applied, first, to Revolving Advances, second, ratably to Term Advances (and after application among such Loans, to principal installments thereunder in inverse order of scheduled maturities) and, third, to other Obligations in such order as the prepayment Administrative Agent may determine in full of its sole discretion, and all such prepayments made under the WC Revolver applicable Facility shall first be applied to Base Rate Loans, second, to Daily Simple SOFR Rate Loans, then to Term SOFR Rate Loans on a pro rata basis (and, among such Term SOFR Rate Loans, first to those with the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessearliest expiring Interest Periods).

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to 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. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) a.m., New York time, on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loansthe prepayment; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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 outstandingoutstanding and (iii) any prepayment of the Tranche A Term Loan or the Tranche B Term Loan shall be applied to the remaining principal amortization payments in inverse order of maturity. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Revolving Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Revolving Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Revolving Loans the Total WC Revolver Revolving Outstandings exceed the Total WC Revolver Aggregate Revolving Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) If, on any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a), the aggregate principal amount of all outstanding Loans (whether Committed Loans or Bid Loans) would exceed the Aggregate Commitment Amount after giving effect to such reduction, then the Company shall make an immediate repayment of outstanding Committed Loans in a principal amount equal to such excess (rounded upward, if necessary, to an integral multiple of $1,000,000) or, if less, in the aggregate principal amount of all outstanding Committed Loans. Any such prepayment shall be applied, first, to prepay Base Rate Loans, and, second, to prepay Eurodollar Loans (in such order as the Company shall specify). If after prepayment of all Committed Loans, the aggregate principal amount of all outstanding Loans would exceed the Aggregate Commitment Amount after giving effect to the applicable reduction, the Company shall deposit with the Agent, to be held by the Agent as cash collateral for the Obligations, an amount sufficient to eliminate such excess, and the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Borrowers Company may, from time to time, upon irrevocable notice to the Administrative AgentAgent not later than 10:30 a.m. (Chicago time) on the date of prepayment, at any time or from time with respect to time voluntarily prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans in whole or in part without premium part, in minimum amounts of $5,000,000 or penalty; a higher integral multiple of $1,000,000 (provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of Company may make a prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of $500,000 or a whole all Base Rate Loans will be an integral multiple of $100,000 in excess thereof; and (iii) any 1,000,000). Such notice of prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each any such notice, and of the amount of such Lender's Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowersCompany, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. . (c) Any prepayment of a Eurodollar Rate Loan Loans shall be accompanied by all include accrued interest to the date of prepayment on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages3.4. (bd) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Bid Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall may not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessvoluntarily prepaid.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay 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. New York City time (A) two three (3) Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans and (B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount of $500,000 U.S.$5.0 million or a whole multiple of $100,000 U.S.$1.0 million in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 U.S.$500,000 or a whole multiple of $100,000 U.S.$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that such notice may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent no later than 5:00 p.m. New York City time one (1) Business Day prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each Subject to Section 2.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in the order selected by the Borrower. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrower shall prepay Revolving Loans in an aggregate amount equal to such excess within one (1) Business Day. (c) SOFR Loans may be prepaid at any time without premium or penalty, other than the payment of breakage costs reasonably determined by the Lenders and notified in writing to the Administrative Agent in the case of such a prepayment before the last day of an Interest Period. Base Rate Loans may be prepaid at any time without premium or penalty. (d) Upon the occurrence of a Change of Control, (i) the Facilities will be immediately payable in full, (ii) any outstanding Commitments will be immediately terminated and (iii) any prepayment of SOFR Loans and Base Rate Loans shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of a SOFR Loan, any additional amounts required pursuant to Section 3.5. 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 for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in 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) two (2) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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; and (iv) such notice may be conditioned upon the effectiveness of other transactions, 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. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and whether and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.required (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) , the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers Borrower shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers maySubject to Section 9.04(b), upon notice to if applicable, the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that Borrower may (i) such following notice must be received given to the Agent by the Administrative Agent Borrower not later than 11:00 a.m. A.M. (ANew York City time) two on the proposed date of prepayment, such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall prepay the outstanding principal amounts of the Base Rate Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and (ii) following notice given to the Agent by the Borrower not later than 11:00 A.M. (London time) three Business Days prior to any the proposed date of prepayment prepayment, such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall prepay the outstanding principal amounts of the Eurodollar Rate Loans and (B) on Advances comprising a Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any on the principal amount prepaid. Each partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages1,000,000. (b) If for on any reason (i) date the Agent notifies the Company that the aggregate principal amount of all outstanding Revolving Credit Obligations exceeds the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeCommitment, the Borrowers Borrower shall immediately on such date prepay WC Revolver Loans and/or Cash Collateralize an aggregate principal amount of Advances ratably to the L/C Obligations Banks in an aggregate amount equal to to, or, at the option of the Borrower, greater than such excess; provided, howeverwith accrued interest to the date of such prepayment on the principal amount prepaid. The Borrower may determine which Borrowing such prepayment shall be allocated to, that and any such prepayment of Eurodollar Rate Advances shall be subject to the Borrowers provision of Section 9.04(b). (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under clause (a) above if such prepayment would have resulted from a refinancing of the facilities hereunder, which refinancing shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers consummated or shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessotherwise be delayed.

Prepayments. (a) The Borrowers mayBorrower may from time to time prepay, without penalty or premium, all outstanding ABR Advances, or, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding ABR Advances upon one Business Day’s prior notice to the Administrative Agent. The Borrower may from time to time pay, upon three Business Days’ prior notice to the Administrative Agent, at subject to the payment of any time funding indemnification amounts required by Section 3.6 but without penalty or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that premium, (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date all of prepayment of a Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans Advance, or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (and provided such payment would not reduce the outstanding principal amount of such Eurodollar Advance to less than $500,000 or a whole multiple of $100,000 in excess thereof; and (iii5,000,000) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 portion 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesAdvance. (b) If If, on any date, Borrowing Base Debt exceeds the Borrowing Base, the Borrower shall, no later than one Business Day after such date (unless, for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser avoidance of (1) the Total WC Revolver Commitments then in effect and (2) doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Borrowing Base at on such timeBusiness Day), the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Letter of Credit Obligations in an aggregate amount accordance with this Section 2.6(b) such that (i) Borrowing Base Debt is equal to such excess; provided, however, that or less than the Borrowers shall not Borrowing Base or (ii) all Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be required to Cash Collateralize the L/C Obligations applied in connection with prepayments made pursuant to this Section 2.4(b) unless after 2.6 shall be applied, first, to the prepayment of Loans, and second, if the aggregate principal amount of Loans then outstanding is less than the amount of such prepayments because Letter of Credit Obligations constitute a portion thereof, the Administrative Agent shall deposit the balance of such prepayments in full a cash collateral account established with the Administrative Agent for the benefit of the WC Revolver Lenders on terms and conditions reasonably satisfactory to the Administrative Agent to Cash Collateralize Letter of Credit Obligations. The application of any prepayment of Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (iipursuant to this Section 2.6(b) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition be made, first, to ABR Loans in an aggregate amount equal and, second, to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessEurodollar Loans.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Floating LIBOR Loans or Cost of Funds Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Floating LIBOR Loans or Cost of Funds Base Rate 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, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 3.53.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) Borrower may, upon notice to Swing Line Lender (with a copy to Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Swing Line Lender and Agent not later than 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; provided, however, that any prepayments pursuant to the Autoborrow Agreement shall be deemed to comply with this Agreement. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; . (iid) the Total Acquisition Outstandings If for any reason at any time the outstanding principal balance of all New Company Grocery Site Loans shall exceed the Total Acquisition Commitments then in effect the Borrowers New Company Grocery Site Limit, Borrower shall immediately prepay Acquisition New Company Grocery Site Loans in an aggregate amount equal to such excess; . Notwithstanding anything to the contrary contained herein, New Company Grocery Site Loans may only be prepaid prior to the Maturity Date (i) with net proceeds from the sale of new company grocery site locations acquired and developed with the proceeds of New Company Grocery Site Loans or (iiiii) with funds other than proceeds of the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessCommitted Loans.

Prepayments. (a) The Borrowers Any Borrower may, upon at least three Business Days’ notice to the Administrative Agent, prepay any ABR Borrowing or Eurocurrency Borrowing in whole at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided in amounts at least equal to the Borrowing Minimum that (i) such notice must be received by are multiples of the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior Borrowing Multiple, together with accrued interest thereon to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) In the Total WC Revolver Outstandings at any time exceed event and on each occasion that the lesser aggregate amount of (1) the Total WC Revolver Commitments then in effect and (2) Revolving Credit Exposures exceeds 105% of the Borrowing Base at such timeaggregate amount of the Commitments, the Borrowers shall immediately promptly prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations Borrowings in an aggregate amount equal to the amount in excess of such excess; providedaggregate amount of the Commitments. The Agent shall promptly notify (a) the Company in the event it determines that any prepayment is required under this paragraph and (b) each Lender of such Lender’s ratable share (if any) of such prepayment. If, howeveron any Reset Date, that the aggregate Revolving Credit Exposures shall exceed 105% of the aggregate amount of the Commitments, then the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans Borrowings in an aggregate amount equal to the amount in excess of such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal of the Commitments not later than the next Business Day following receipt by the Company of a notification from the Agent of the amount payable hereunder. (c) If prepayment of a Eurocurrency Loan occurs other than at the end of an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Loans of the several Lenders included in such excessprepaid Borrowings. (d) Upon receipt of a notice of prepayment pursuant to paragraph (a), the Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by such Borrower.

Prepayments. (a) The Borrowers Subject to Section 4.04, the Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily time, upon not less than four (4) Business Days’ irrevocable notice to the Co-Administrative Agent in the case of Offshore Rate Loans, and not later than 12:00 p.m. (Chicago time) on the prepayment date, in the case of Base Rate Loans, prepay Revolving Loans ratably among the Lenders 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) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be part, in a principal amount minimum Dollar Equivalent amounts of $500,000 or a whole any Dollar Equivalent multiple of $100,000 in excess thereof; and (iii) any . Such notice of prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid prepayment and whether such Loan being prepaid prepayment is a WC Revolver Loanof Base Rate Loans or Offshore Rate Loans, an Acquisition Loan or a Revolver Loanany combination thereof, and the Applicable Currency. The Such notice shall not thereafter be revocable by the Company and the Co-Administrative Agent will promptly notify each Lender of its receipt of each any such notice, and of the amount of such Lender's Applicable Percentage ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersCompany, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together, in the case of a Eurodollar Offshore Rate Loan shall be accompanied by all Loans, with accrued interest to each such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages4.04. (b) If for Subject to Section 4.04, if on any reason Computation Date the Co-Administrative Agent shall have determined that the Dollar Equivalent Effective Amount of all Loans then outstanding exceeds the combined Commitments of the Lenders by more than $250,000 due to a change in applicable rates of exchange between Dollars and the Offshore Currency, then the Co-Administrative Agent may and at the direction of the Required Lenders shall give notice to the Company that a prepayment is required under this Section, and the Company agrees thereupon to promptly (ibut in no event later than three (3) the Total WC Revolver Outstandings at any time exceed the lesser Business Days following receipt of (1such notice) the Total WC Revolver Commitments then in make prepayments of Loans such that, after giving effect and (2) the Borrowing Base at to all such timeprepayments, the Borrowers shall immediately prepay WC Revolver Effective Amount of all Loans and/or Cash Collateralize plus the Effective Amount of L/C Obligations in an aggregate amount equal does not exceed the combined Commitments. (c) Subject to such excess; providedSection 4.04, however, that if on any date the Borrowers shall not be required to Cash Collateralize Effective Amount of all Revolving Loans and Swing Line Loans then outstanding plus the Effective Amount of all L/C Obligations pursuant to this Section 2.4(b) unless after exceeds the prepayment in full Aggregate Commitment, the Company shall immediately, and without notice or demand, prepay the outstanding principal amount of the WC Revolver Revolving Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in and L/C Advances by an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such applicable excess.

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as follows: (a) The Borrowers may, upon Borrower may (and shall provide notice thereof to the Administrative Agent, at any time or from time to 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 10:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BNew York City time) on the date of prepayment, and the Administrative Agent shall promptly distribute copies thereof to the Lenders), and if such notice is given, the Borrower shall, prepay the outstanding principal amounts of the Loans made as part of the same Borrowing, in whole or ratably in part; provided, however, that each partial prepayment shall be in an aggregate principal amount of Base Rate not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be equal to the total amount of Loans outstanding to the Borrower). (b) On any date on which (i) any termination or Cost optional or mandatory reduction of Funds Rate Loans; the Commitments shall occur pursuant to Section 2.03(a) or (b) or (ii) any prepayment of Eurodollar Rate Loans the Total Outstandings shall be in a principal exceed the aggregate amount of $500,000 the Commitments, the Borrower shall first, pay or a whole multiple prepay the principal outstanding on the Loans and/or all LC Outstandings that represent amounts that have been drawn under Letters of $100,000 Credit but have neither been reimbursed by the Borrower nor converted into ABR Loans, second, if all of the Loans and all of such unreimbursed amounts constituting LC Outstanding shall have been paid in excess thereof; full, provide cash collateral pursuant to the Cash Collateral Agreement, to secure remaining LC Outstandings, and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal third, cause an amount of $500,000 or a whole multiple Letters of $100,000 Credit to be cancelled (if necessary after taking into account the payments and provision of cash collateral in excess thereof orthe immediately preceding clauses), 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 Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such the excess; provided, howeveras applicable, that of (A) the Borrowers shall not be required to Cash Collateralize Total Outstandings over (B) the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full aggregate amount of the WC Revolver sum of the Commitments (following such termination or reduction, if any) and any cash collateral on deposit in the Cash Collateral Account. Any payments and prepayments required by clause “first” of this subsection (b) shall be applied to outstanding ABR Loans up to the Total WC Revolver full amount thereof before they are applied to outstanding Eurodollar Rate Loans. (c) On any date on which (i) the aggregate Dollar Equivalent of all LC Outstandings denominated in euros shall exceed the Total WC Revolver Commitments then in effect; Euro Sublimit, (ii) the Total Acquisition all LC Outstandings at any time denominated in Indian Rupees shall exceed the Total Acquisition Commitments then Indian Rupee Sublimit, or (iii) the aggregate Dollar Equivalent of all LC Outstandings denominated in effect Canadian Dollars shall exceed the Borrowers Canadian Dollar Sublimit, the Borrower shall immediately prepay Acquisition Loans provide cash collateral pursuant to the Cash Collateral Agreement, to secure the LC Outstandings in an aggregate amount equal to the excess, as applicable, of (A)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in euro, over (2) the sum of the Euro Sublimit and, without duplication, such excess; cash collateral, (B)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in Indian Rupees, over (2) the sum of the Indian Rupee Sublimit and, without duplication, such cash collateral or (C)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in Canadian Dollars, over (2) the sum of the Canadian Dollar Sublimit and, without duplication, such cash collateral. (d) Any prepayment pursuant to this Section 5.03 shall be accompanied by (i) accrued interest to the date of such prepayment on the principal amount repaid and (iiiii) in the Total Revolver Outstandings case of prepayments of Eurodollar Rate Loans, any amount payable to the Lenders pursuant to Section 5.04(b). In the event that the Borrower requests the release of any cash collateral pursuant to the terms of the Cash Collateral Agreement and on the date of such request or at any time exceed prior to the Total Revolver Commitments then in effect time of such release, there has become, or there becomes, due and payable any prepayment of any Loans under this Agreement, the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal Borrower hereby directs the Administrative Agent to apply the proceeds of such release of cash collateral to such excessprepayment of such Loans and agrees that any such request is a confirmation of such direction.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed 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, and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 3.53.05. Each such prepayment shall be applied to the Committed Loans of the Lenders Revolving Lenders, in accordance with their respective Applicable PercentagesPro 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 prepayment shall be in a minimum principal amount of $100,000 or, in each case, if less, the entire principal amount then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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 (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Revolving Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Revolving Loans and Swing Line Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Revolving Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below. (b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that Agent (i) such notice must be received by being irrevocable) and (ii) in the Administrative Agent case of Base Rate Advances, upon notice not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment of Base Rate Loans or Cost of Funds Rate Loans; to the Administrative Agent (ii) any prepayment of Eurodollar Rate Loans shall be in a such notice being irrevocable), stating the proposed date and aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 if such notice is given by given, such Borrower shall, prepay Contract Advances comprising part of the Borrowerssame Borrowing, 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 prepaidwhole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any additional amounts required owing in connection therewith pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment forthwith prepay Advances in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate a principal amount equal to such excess; and (iii) the Total Revolver Outstandings . If at any time time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Total Revolver Commitments then Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to 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. 12:00 noon; (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to Borrower shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be received by in the Administrative Agent case of prepayment of any Eurodollar Borrowing, 2:00 p.m. (New York time) not later less than 11:00 a.m. three (A3) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans such prepayment, or Cost of Funds Rate Loans; (ii) in the case of any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost Borrowing, 11:00 a.m. on the same day of Funds Rate 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 outstandingsuch 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 prepaymentnotice, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender's Applicable Percentage ’s Pro Rata Share of any such prepayment. If such notice is given by the Borrowersgiven, the Borrowers shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.11(d); provided, together with any additional 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 3.52.17. Each such partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Percentagescomprising such Borrowing. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser Revolving Credit Exposure of (1) all Lenders exceeds the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeAggregate Commitment Amount, as reduced pursuant to Section 2.7 or otherwise, the Borrowers Borrower shall immediately prepay WC Revolver repay Swingline Loans and/or Cash Collateralize the L/C Obligations and Revolving Loans in an aggregate amount equal to such excess; provided, howevertogether 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. (c) In the event that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed any Borrowing Base Deficiency shall exist, the Total Acquisition Commitments then in effect Borrower shall prepay the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and amounts as shall be necessary so that such Borrowing Base Deficiency is immediately cured. (iiid) In the Total Revolver Outstandings event that at any time exceed the Total Revolver Commitments Borrower or any of its Subsidiaries shall change or modify in any material respect the Investment Objectives without the consent of the Required Lenders, the Borrower shall prepay the Loans then outstanding in effect full, together with accrued interest thereon and all fees and other Obligations of the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessBorrower accrued hereunder.

Prepayments. (a) The Borrowers Borrower may, without regard to whether the conditions set forth in Section 2.03(b) below are satisfied, upon notice to the Administrative AgentLender no later than 11:00 a.m. on the third Business Day prior to the date of such prepayment, at any time or from time to time time, voluntarily prepay Loans the Loan in whole or in part without premium or penaltypart; provided that (i) any such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof 250,000 or, in each case, if less, the entire principal amount thereof of the Loan then outstanding, (ii) no Default or Event of Default may be existing or would occur after giving effect to such voluntary prepayment and (iii) no Collateral Shortfall may exist after giving effect to such prepayment. Each such notice shall be irrevocable and shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 of principal being prepaid. The Borrower shall make such prepayment, and the related prepayment amount specified in such notice shall be due and payable payable, on the date specified therein, subject to the conditions set forth above. (b) The Borrower may, on any Interest Payment Date, without regard to whether the conditions set forth in Section 2.03(a) above are satisfied, upon notice to the Lender no later than 11:00 a.m. on the third Business Day prior to such Interest Payment Date, voluntarily prepay the Loan in whole or in part in an amount selected by the Borrower not to exceed the Scheduled Prepayment Cap; provided that (i) at least two quarterly distributions shall have been paid on the Units on or after August 12, 2011, (ii) the amount of cash in the Reserve Account following such prepayment and after the payment of interest on such Interest Payment Date must equal or exceed the Reserve Amount, (iii) no Default or Event of Default may be existing or would occur after giving effect to such voluntary prepayment and (iv) no Collateral Shortfall may exist after giving effect to such prepayment. Any Each such notice shall be irrevocable and shall specify the Interest Payment Date on which such prepayment will be made and the amount of principal being prepaid. (c) If following the close of trading on any Exchange Day (i) the Closing Price is less than the Trigger Price and (ii) a Collateral Shortfall exists (a “Trigger Event”), the Borrower shall, on or prior to the first Business Day following receipt of notice from the Lender of such Trigger Event, prepay the Loan and/or deliver cash and U.S. Treasuries to the Lender as Collateral pursuant to Section 3(d) of the Security Agreement, in an aggregate amount of prepayments and deliveries sufficient to eliminate the Collateral Shortfall (giving effect to any such prepayment for purposes of calculating the LTV Ratio, but excluding the effect of any such prepayment for purposes of calculating the Maintenance LTV Ratio). (d) If the Free Float Ratio at any time is less than 35% (a “Free Float Event”) the Borrower shall, on or prior to the second Business Day following receipt of notice from the Lender of such Free Float Event, prepay the Loan and/or deliver cash and U.S. Treasuries to the Lender as Collateral pursuant to Section 3(d) of the Security Agreement, in an aggregate amount of prepayments and deliveries sufficient to cause the ratio determined by dividing (x) the Loan Amount less the Cash Collateral Value by (y) the Loan Amount to be less than or equal to the ratio determined by dividing (x) the Free Float Percentage by (y) 35%. (e) If (i) the sum of (x) the Loan Amount less the Cash Collateral Value and (y) the “Loan Amount” less the “Cash Collateral Value” (each as defined in the Other Loan Agreement) exceeds (ii) the AWTV Limit (an “AWTV Deficit”) on any day, the Borrower shall, on or prior to the second Business Day following receipt of notice from the Lender of the occurrence of such AWTV Deficit, prepay the Loan and/or deliver cash and U.S. Treasuries to the Lender as Collateral pursuant to Section 3(d) of the Security Agreement, in an aggregate amount of prepayments and deliveries sufficient to eliminate such AWTV Deficit. (f) Each prepayment of a Eurodollar Rate the Loan shall be accompanied by payment of all accrued interest on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.53.04. Each such In addition, each prepayment of the Loan, other than voluntary prepayments pursuant to Section 2.03(b), shall be applied to the Loans accompanied by payment of the Lenders in accordance with their respective Applicable Percentagesapplicable Make-Whole Amount. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Any Borrower may, upon notice to the Administrative Agent, at any time or from time to 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. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage ’s pro rata share of such prepayment. If such notice is given by the Borrowersany Borrower, the Borrowers 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 on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagespro rata shares of such prepayment. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers no Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; . (iic) Upon the Total Acquisition Outstandings occurrence of a Change in Control, the Administrative Agent shall, at any time exceed the Total Acquisition Commitments then in effect request of the Required Lenders, notify the Borrowers that the Aggregate Commitments and the Commitment of each Lender shall immediately prepay Acquisition Loans in an aggregate amount equal to terminate as of the date of such excess; and (iii) notice. If such notice of termination has been requested by the Total Revolver Outstandings Required Lenders, the Administrative Agent shall also, at any that time exceed or later, at the Total Revolver Commitments then in effect request of the Required Lenders, additionally notify the Borrowers that they shall immediately prepay Revolver the Outstanding Amount of their Loans in an aggregate amount equal to and/or Cash Collateralize the Outstanding Amount of their L/C Obligations, and each Borrower agrees that upon such excessadditional notice, such Borrower will promptly prepay the Outstanding Amount of its Loans and/or Cash Collateralize the Outstanding Amount of its L/C Obligations.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent by the Borrower Agent, at any time or from time to 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 8:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrowersBorrower Agent, 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 prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers shall immediately prepay WC Revolver prepayany Disposition includes the disposition of Borrowing Base Collateral, then the Net Proceeds of such Borrowing Base Collateral shall be applied to the Loans. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Administrative Agent’s demand or the first Business Day after any Borrower has knowledge thereof repay the outstanding Loans and/or Cash Collateralize the theoutstanding L/C Obligations Obligations, in an aggregate amount equal to such excessexcessamount such that after giving effect to such repayment of Loans or Cash Collateralization of L/C Obligations, Total Outstandings do not exceed the lesser of (A) the Borrowing Base and (B) the Aggregate Commitments; provided, however, that the Borrowers shall not be required to Cash Collateralize the outstanding L/C Obligations pursuant to this Section 2.4(b2.04(b) unless unless, after the prepayment in full of the WC Revolver Loans Loans, the Total WC Revolver Outstandings continue to exceed the Total WC Revolver Commitments then lesser of the Borrowing Base and the Aggregate Commitmentsthen in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to 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. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; , and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans Loans, the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to Borrower shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Loans any Base Rate Loan, in whole or in part without premium or penaltypart; provided provided, however, that (i) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of partial prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of a Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans Loan shall be in a minimum aggregate principal amount of $500,000 or a whole multiple 200,000 or, if greater in amounts which are integral multiples of $100,000 in excess thereof; and 50,000. Except as required by paragraph (iiib) any prepayment or (c) below or on the last day of Base Rate Loans or Cost of Funds Rate 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 lessan Interest Period with respect thereto, the entire principal amount thereof then outstanding. Each such notice Borrower shall specify the date and amount of such prepayment, the Type(s) of Loans not be permitted to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesprepay LIBOR Loans. (b) If for any reason (i) In the Total WC Revolver event that the Aggregate Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments or the then applicable Borrowing Base at any time prior to the Termination Date, the Borrower shall promptly pay or prepay so much of the Loans outstanding as shall be necessary in effect and (2) order that the Aggregate Outstandings will not exceed the lesser of Total Commitments or the Borrowing Base at such timethen in effect. All prepayments under this subparagraph shall be subject to Section 4.1. (c) Unless otherwise agreed by the Banks in writing, the Borrowers Borrower shall immediately be required to pay or prepay WC Revolver Loans and/or Cash Collateralize outstanding with (i) 80% of the L/C Obligations proceeds of the issuance by the Borrower or any Guarantor of additional equity; (ii) 100% of the net proceeds of the sale by the Borrower or any Guarantor of any Real Estate Assets; (iii) 100% of the net proceeds resulting from the repayment of mortgages constituting Real Estate Assets or (iv) such proceeds as may be paid as a result of a casualty or condemnation, all in an aggregate amount equal to such excessaccord with Sections 7.11 or 7.12 of this Agreement; provided, however, that the Borrowers Borrower shall not have no obligation under clause (i) above until the aggregate net proceeds of any and all additional equity issuances during the term of this Agreement shall equal or exceed $1,000,000.00. All prepayments under this paragraph shall be subject to Section 4.1. (d) All payments required by paragraphs (b) or (c) above shall be made to Cash Collateralize the L/C Obligations Banks pro rata in accordance with their respective Commitment Proportions and shall be applied as follows: first, to outstanding Base Rate Loans up to the full amount thereof and second, to outstanding LIBOR Loans up to the full amount thereof. (e) All prepayments made pursuant to this Section 2.4(b) unless after 3.2 shall be accompanied by the prepayment payment of all accrued interest on the amount so prepaid and by all amounts required to be paid pursuant to Section 4.1 in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessconnection therewith.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, If at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by and for any reason the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date aggregate of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans Total New Vehicle Loan Outstandings plus the Swingline Loan Outstandings shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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 lessexceed the Total New Vehicle Commitment, the entire principal amount thereof then outstanding. Each such notice Borrower shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of immediately pay 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 3.5. Each such prepayment shall be applied excess to the Loans of the Lenders Agent for application in accordance with their respective Applicable Percentages. (bthe terms of Section 2.8(d) of this Agreement. If at any time Total New Vehicle Loan Outstandings include amounts advanced as Other Purpose Loans and for any reason the aggregate amount outstanding of Total New Vehicle Loan Outstandings plus Swingline Loan Outstandings shall exceed the applicable Borrowing Base (iwhether reflected on a Borrowing Base Certificate, determined by a Collateral inspection, or otherwise), the Borrower shall immediately pay the amount of such excess to the Agent for application in accordance with the terms of Section 2.8(d) the Total WC Revolver Outstandings of this Agreement. If at any time and for any reason the aggregate of the Swingline Loan Outstandings shall exceed the Swingline Commitment, the Borrower shall immediately pay the amounts of such excess to the Agent for application in accordance with the terms of Section 2.8(d) of this Agreement. If at any time and for any reason the aggregate of the Total Program and Used Vehicle Loan Outstandings shall exceed the lesser of (1) the Total WC Revolver Commitments then in effect Program and (2) Used Vehicle Commitment or the applicable Borrowing Base at such time(whether reflected on a Borrowing Base Certificate, determined by a Collateral inspection, or otherwise), the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize pay the L/C Obligations amount of such excess to the Agent for application in an accordance with the terms of Section 2.8(d) of this Agreement. If at any time and for any reason the 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Demonstrator Vehicle Loan Outstandings shall exceed the Total WC Revolver Commitments then Demonstrator Vehicle Commitment, the Borrower shall immediately pay the amount of such excess to the Agent for application in effect; (iiaccordance with the terms of Section 2.8(d) of this Agreement. If at any time and for any reason the aggregate of the Total Acquisition Loan Outstandings at any time shall exceed the lesser of the Total Acquisition Commitments then in effect Loan Commitment or the Borrowers applicable Borrowing Base (whether reflected on a Borrowing Base Certificate, determined by a Collateral inspection, or otherwise), the Borrower shall immediately prepay Acquisition Loans pay the amount of such excess to the Agent for application in an aggregate amount equal to such excess; and (iiiaccordance with the terms of Section 2.8(d) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessof this Agreement.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Term Loan 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) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Loans the portion of the Term Loan to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 3.53.05. Each such prepayment shall be applied to the Loans Term Loan of the Lenders in accordance with their respective Applicable Percentages. (b) If for The Borrower shall immediately prepay the outstanding Term Loan in an aggregate principal amount equal to the Pro Rata Percentage (as defined below) of the Net Cash Proceeds received by the Borrower and any reason of its Subsidiaries from the Select Carrier Group Disposition in excess of $10,000,000. For purposes of the foregoing, “Pro Rata Percentage” means the percentage obtained by dividing (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; by (ii) the Total Acquisition Outstandings at any time exceed sum of the outstanding principal balance of the Senior Notes, the Bank Notes and the Total Acquisition Commitments then Outstandings, in effect each case calculated as of the Borrowers day of prepayment. Immediately upon the issuance of the Senior Notes, the Borrower shall immediately prepay Acquisition Loans the Term Loan in an aggregate principal amount equal to 100% of the Net Cash Proceeds thereof. The Select Carrier Group Disposition Prepayment and any other prepayment required by this Section 2.03(b) shall (i) include and be applied to interest to the date of such excess; prepayment on the principal amount prepaid, (ii) include any additional amounts required pursuant to Section 3.05, and (iii) the Total Revolver Outstandings at not be subject to any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessnotice and minimum payment provisions.

Prepayments. (a) The Borrowers mayOn any Payment Date occurring during the Revolving Period, upon notice the Issuer may cause the principal portion of the Series 2010-VFN Notes to the Administrative Agent, at any time or from time to time voluntarily prepay Loans be prepaid in whole full or in part without premium or penalty; provided that part, (ix) if the aggregate principal amount of such notice must be received by the Administrative Agent prepayment is greater than $150,000,000, on not later less than 11:00 a.m. (A) two five Business Days prior to any date of prepayment of Eurodollar Rate Loans and written notice by the Servicer or (By) otherwise, on not less than three Business Days prior written notice by the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orServicer, in each case, if less, to the entire principal amount thereof then outstanding. Each such notice shall specify Indenture Trustee and the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such noticein accordance with the Note Purchase Agreement; provided, 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 3.5. Each however that such prepayment shall not be applied to permitted unless all due (or, if the Loans of the Lenders Series 2010-VFN Notes are paid in accordance with their respective Applicable Percentagesfull and terminated, all accrued) and unpaid Series 2010-VFN Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full. (b) If for In addition, on any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeBusiness Day, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize Issuer may cause the L/C Obligations principal portion of the Series 2010-VFN Notes to be prepaid in an full or in part, (x) if the aggregate principal amount equal of such prepayment is greater than $150,000,000, on not less than five Business Days prior written notice by the Servicer or (y) otherwise, on not less than three Business Days prior written notice by the Servicer, in each case, to the Indenture Trustee and the Administrative Agent, with the proceeds from issuance of a new Series issued substantially contemporaneously with such excessprepayment in accordance with the Note Purchase Agreement; provided, however, however that the Borrowers such prepayment shall not be required to Cash Collateralize permitted unless all due (or, if the L/C Obligations Series 2010-VFN Notes are paid in full and terminated, all accrued) and unpaid Series 2010-VFN Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full. (c) The Servicer shall not give notice of any prepayment pursuant to this Section 2.4(b2.03(a) unless after the Navistar Financial Dealer Note Master Owner Trust has funds sufficient to make such prepayment on the day notice is given and shall not give notice of any prepayment pursuant to Section 2.03(b) unless the Issuer has obtained binding commitments which may be subject to customary conditions from one or more persons to purchase the new series in full of such amounts as will yield the WC Revolver Loans net proceeds necessary to make the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessprepayment.

Prepayments. (a) The Borrowers Borrower may, upon notice to three (3) Business Days prior notice, voluntarily prepay the Administrative Agent, Term Loans in whole or in part (but in no event may such prepayment be less Five Hundred Thousand Dollars ($500,000)) at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltytime; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) that, any prepayment of Eurodollar a LIBOR Rate Loans Loan shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans subject to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 thereinSection 2.10. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on and unpaid interest. Any partial prepayment of the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment Term Loan shall be applied to the Loans of the Lenders as set forth in accordance with their respective Applicable PercentagesSection 2.9(f). (b) If for To the extent that an Overadvance exists, Borrower shall repay such Overadvance as provided in Section 2.1(a). (c) Subject to any reason limitations under Section 7.1 hereof, upon any Asset Sale or series of Asset Sales (iother than an Asset Sale or series of Asset Sales consisting of Trading Assets), in either event outside of the ordinary course of Borrower’s or any Guarantor’s business, Borrower shall prepay or cause to be prepaid the Obligations in an amount equal to with respect to any Asset Sales by a Person included in the Dekania Group, seventy five percent (75%) of the Total WC Revolver Outstandings at any time exceed the lesser net cash proceeds of such sale or disposition (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timei.e., the Borrowers gross proceeds less the reasonable and customary costs of such sale or other dispositions) (“Net Cash Proceeds”), or with respect to any other Guarantor, ten percent (10%) of the Net Cash Proceeds, in either event upon Borrower’s or any Guarantor’s receipt thereof. Such prepayments shall immediately be applied as set forth in Section 2.9(f). (d) Contemporaneously with the receipt by a Person included in the Dekania Group of any proceeds from the incurrence of any Indebtedness (other than Permitted Indebtedness) or receipt by a Person included in the Dekania Group of additional contributions on account of Capital Stock (other than from Parent or Affiliates of Borrower) or Net Cash Proceeds from the issuance of additional Capital Stock of a Person included in the Dekania Group (other than from Parent or Affiliates of Borrower and excluding for all purposes any Net Cash Proceeds attributable to a return of capital from Deep Value), Borrower shall prepay WC Revolver Loans and/or Cash Collateralize or cause to be prepaid the L/C Obligations in an aggregate amount equal to one hundred percent (100%) of such excess; provided, however, that proceeds. Such prepayments shall be applied as set forth in Section 2.9(f). (e) Contemporaneously with the Borrowers shall not be required receipt thereof by Borrower or any Guarantor of any additional consideration paid by ATP related to Cash Collateralize the L/C Obligations pursuant to this earn-out payments under Section 2.4(b3(b) unless after the prepayment in full of the WC Revolver Loans Master Agreement, Borrower shall prepay or cause to be prepaid the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans Obligations in an aggregate amount equal to one hundred percent (100%) of such excess; payments. Such prepayments shall be applied as set forth in Section 2.9(f). (f) All amounts prepaid pursuant to Sections 2.9(a), (b), (c), (d) and (iiie) shall be applied ratably to Term Loan A and Term Loan B in the Total Revolver Outstandings at any time exceed inverse order of maturity, after payment of accrued and unpaid interest thereon. Subject to the Total Revolver Commitments application described above, prepayments shall first be applied to Base Rate Loans, and then in effect the Borrowers to LIBOR Rate Loans. All prepayments of LIBOR Rate Loans shall immediately prepay Revolver Loans in an aggregate amount equal be subject to such excessSection 2.10.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed 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, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. Any prepayment of a Committed Loan with respect to which the Borrower has agreed to pay an Alternative Rate to the Alternative Rate Lender shall also be accompanied by any relevant Breakage Amount. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) , the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers Borrower shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) If at any time the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (a "Borrowing Base Deficiency"), as determined in the Lender's sole discretion and notified to the Borrower on any Business Day, the Borrower shall no later than two (2) Business Days after receipt of such notice, prepay the Loans in part or in whole to the Lender, such that after giving effect to such prepayment, the aggregate outstanding principal amount of the Loans does not exceed the Borrowing Base. (b) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, the Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of the Loans does not exceed the Maximum Credit then in effect. (c) If at any time the Borrower or NRFC shall receive any net cash proceeds (after giving effect to any deductions for customary commissions, fees and expenses) from any sale or issuance of Capital Stock (the "Net Cash Proceeds"), then (i) in the event the aggregate outstanding principal balance is less than, or equal to, $25,000,000, the Borrower shall apply such Net Cash Proceeds in full to the prepayment of such balance; and (ii) in the event the aggregate outstanding principal balance is greater than $25,000,000, the Borrower shall apply such Net Cash Proceeds (A) to the payment of the first $25,000,000 of the balance of the Loan and (B) to the extent of any remaining Net Cash Proceeds, 50% of such Net Cash Proceeds to the prepayment of any amount in excess of $25,000,000. (d) The Borrowers Borrower may, at any time and from time to time, prepay the Loans, in whole or in part, without premium or penalty, upon notice to the Administrative AgentLender prior to 12:00 noon, New York City time, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that least two (i2) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orthereto, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of prepayment. If any such notice is given, unless the same may be revoked by Borrower prior to 11:00 a.m. on the date of prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 payable pursuant to Section 3.53.04 of this Loan Agreement. Each such prepayment Partial prepayments pursuant to this Section shall be applied a minimum amount, equal to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1x) $250,000 and (y) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full outstanding principal balance of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessLoans.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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) two three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds LIBOR Floating Rate Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof3,000,000; and (iii) any prepayment of Base Rate Loans or Cost of Funds LIBOR Floating Rate 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 (x) the date and amount of such prepayment, (y) the Type(s) of Loans to be prepaid and whether and, (z) if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanEurodollar Rate Committed Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages3.05. (b) No Competitive Loan may be prepaid voluntarily without the prior consent of the applicable Competitive Loan Lender. (c) If for any reason (i) the Total WC Revolver Revolving Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeAggregate Revolving Commitments, the Borrowers Borrower shall immediately prepay WC Revolver Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided. (d) Prepayments made pursuant to Section 2.06(c) first, howevershall be applied ratably to the L/C Borrowings (without reduction of any of the Revolving Credit Commitments), that second, shall be applied ratably to the Borrowers outstanding Revolving Credit Loans (without reduction of any of the Revolving Credit Commitments) and Competitive Loans and third, shall not be required used to Cash Collateralize the remaining L/C Obligations pursuant 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 this Section 2.4(bor from the Borrower or any other Loan Party) unless after to reimburse the prepayment in full of Revolving Lenders or the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessrelevant L/C Issuers, as applicable.

Prepayments. (a) The Borrowers Borrower shall have no optional right to prepay any principal amount of any Advance other than as provided in this Section 2.07. The Borrower may, upon at least three Business Days' prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans Agent 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) two Business Days prior to any date case of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 Advance and one (1) Business Days' prior written notice to the Agent in the case of a prepayment of a Base Rate Advance, in each case stating the proposed date (which shall be accompanied by all accrued interest on a Business Day) and aggregate principal amount of the amount prepaidprepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances comprising part of the same Borrowing in whole or ratably in part, together with any additional amounts required pursuant accrued interest to Section 3.5. Each the date of such prepayment shall be applied to on the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount equal to such excessprepaid; provided, however, that the Borrowers (x) each partial prepayment of a Borrowing comprised of Base Rate Advances (as opposed to any payment in full) shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate principal amount not less than $2,000,000 and an integral multiple of $1,000,000, and after giving effect thereto such Borrowing shall not have an outstanding principal amount less than $2,000,000, (y) each partial prepayment of a Borrowing comprised of Eurodollar Rate Advances (as opposed to any payment in full) shall be in an aggregate principal amount not less than $2,000,000 and an integral multiple of $1,000,000, and after giving effect thereto such Borrowing shall not have an outstanding principal amount less than $2,000,000; and (z) in the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 8.04(b). Each voluntary prepayment of principal following the Revolving Credit Termination Date shall reduce each subsequent installment of principal due under Section 2.05 by an amount equal to the principal amount of such excess; and (iii) voluntary prepayment divided by the Total Revolver Outstandings at number of regular quarterly payments remaining due on the Notes under Section 2.05. Notwithstanding the foregoing, any time exceed prepayment of principal following the Total Revolver Commitments then Revolving Credit Termination Date resulting from a Borrowing Base Deficiency shall be applied to installments of principal in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessinverse order of their maturity.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving 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) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Revolving Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Revolving 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, prepayment and the Type(s) of Revolving Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable PercentagesPro 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 prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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 (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Revolving Loans and Swing Line Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (ai) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans shall be in a principal amount of $500,000 100,000 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, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 BorrowersBorrower, the Borrowers 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 3.53.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) 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 not later than 1:00 p.m. on the date of the prepayment, and (B) 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. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver 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 amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided PROVIDED that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 1,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 1,000 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, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 BorrowersBorrower, the Borrowers 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 3.5SECTION 3.05. 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 Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; providedPROVIDED, howeverHOWEVER, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(bSECTION 2.05(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to Borrower shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be received by in the Administrative Agent case of prepayment of any Eurodollar Borrowing, 2:00 p.m. (New York time) not later less than 11:00 a.m. three (A3) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans such prepayment, or Cost of Funds Rate Loans; (ii) in the case of any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost Borrowing, 11:00 a.m. on the same day of Funds Rate 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 outstandingsuch 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 prepaymentnotice, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender's Applicable Percentage ’s Pro Rata Share of any such prepayment. If such notice is given by the Borrowersgiven, the Borrowers shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.11(c); provided, together with any additional 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 3.52.17. Each such partial prepayment of any Loan shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type pursuant to Section 2.2. Each prepayment of a Borrowing shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Percentagescomprising such Borrowing. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser Credit Exposure of (1) all Lenders exceeds the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeAggregate Commitment Amount, as reduced pursuant to Section 2.7 or otherwise, the Borrowers Borrower shall immediately prepay WC Revolver repay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, howevertogether with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.17. Each prepayment shall be applied ratably to the Base Rate Loans to the full extent thereof, that and then to Eurodollar Loans to the Borrowers full extent thereof. (c) If at anytime the Borrower shall not be fail to maintain its status as a RIC as required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after 5.10, the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers Borrower shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessrepay all Obligations on full.

Prepayments. (a) The Borrowers may, upon notice to Borrower shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Loans any Base Rate Loan, in whole or in part without premium or penaltypart; provided PROVIDED, however, that (i) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of partial prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of a Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans Loan shall be in a minimum aggregate principal amount of $500,000 or a whole multiple 200,000 or, if greater in amounts which are integral multiples of $100,000 in excess thereof; and 50,000. Except as required by paragraph (iiib) any prepayment or (c) below or on the last day of Base Rate Loans or Cost of Funds Rate 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 lessan Interest Period with respect thereto, the entire principal amount thereof then outstanding. Each such notice Borrower shall specify the date and amount of such prepayment, the Type(s) of Loans not be permitted to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesprepay LIBOR Loans. (b) If for any reason (i) In the event that the Aggregate Outstandings exceed the then applicable Borrowing Base or the Aggregate Revolving Credit Outstandings exceed the Total WC Revolver Outstandings Commitments at any time prior to the Revolving Credit Termination Date, the Borrower shall promptly pay or prepay so much of the Revolving Credit Loans outstanding as shall be necessary in order that the Aggregate Outstandings will not exceed the lesser of (1) the Total WC Revolver Commitments Borrowing Base then in effect and Aggregate Revolving Credit Outstandings will not exceed the Total Commitment. All prepayments under this subparagraph shall be subject to Section 4.1. (2c) Unless otherwise agreed by the Borrowing Base at such timeBanks in writing, the Borrowers Borrower shall immediately be required to pay or prepay WC Revolver Revolving Credit Loans and/or Cash Collateralize outstanding with (i) 80% of the L/C Obligations proceeds of the issuance by the Borrower or any Guarantor of additional equity; (ii) 100% of the net proceeds of the sale by the Borrower or any Guarantor of any Real Estate Assets; (iii) 100% of the net proceeds resulting from the repayment of mortgages constituting Real Estate Assets or (iv) such proceeds as may be paid as a result of a casualty or condemnation, all in an aggregate amount equal to such excessaccord with Sections 7.11 or 7.12 of this Agreement; provided, however, that the Borrowers Borrower shall not have no obligation under clause (i) above until the aggregate net proceeds of any and all additional equity issuances during the term of this Agreement shall equal or exceed $1,000,000.00. All prepayments under this paragraph shall be subject to Section 4.1. (d) All payments required by paragraphs (b) or (c) above shall be made to Cash Collateralize the L/C Obligations Banks PRO RATA in accordance with their respective Commitment Proportions and shall be applied as follows: first, to outstanding Revolving Credit Loans that are Base Rate Loans up to the full amount thereof; second, to outstanding Revolving Credit Loans that are LIBOR Loans up to the full amount thereof; and, third, to Term Loans. (e) All prepayments made pursuant to this Section 2.4(b) unless after 3.2 shall be accompanied by the prepayment payment of all accrued interest on the amount so prepaid and by all amounts required to be paid pursuant to Section 4.1 in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessconnection therewith.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving 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) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Revolving Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof1,000,000; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Revolving 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, prepayment and the Type(s) of Revolving Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 BorrowersBorrower, the Borrowers 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 3.53.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) , the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers Borrower shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to Company shall have the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part right without premium or ----------- penalty; provided that (i) such , by giving irrevocable notice must be received by to the Administrative Agent not later than 11:00 a.m. 12:00 noon (AEastern Time) two on the Business Day on which the prepayment is to occur in the case of Base Rate Loans and three (3) Business Days prior to any date the Business Day on which the prepayment is to occur in the case of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds LIBOR Rate Loans; (ii) any prepayment of Eurodollar Rate , to prepay the Revolving Credit Loans shall be in a principal whole or to make partial prepayments in the amount of $500,000 2,000,000 or a whole any multiple of $100,000 500,000 in excess thereof; , at any time, provided that no prepayment may be made on any LIBOR Rate Loan except on a Payment Date unless at the time such prepayment is made the Company also pays to the Lenders all losses and (iii) out-of-pocket expenses incurred by the Lenders, or any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in them, as 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 result of such prepayment, including, without limitation, the Type(sexcess of (i) the interest that would have been received from the Company on the amount prepaid during the remaining portion of Loans to be the Interest Period in question had the Company not prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition LIBOR Rate Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeportion thereof, and of over (ii) 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 interest which would have accrued interest on the amount prepaid, together prepaid if the Lenders had placed such funds on deposit with any additional amounts required pursuant to Section 3.5. Each a prime bank in the London interbank borrowing market from the date of such prepayment shall be applied until the end of such Interest Period, discounted in each case to present value using the Loans interest rate then existing on U.S. Treasury obligations maturing as of the Lenders in accordance with their respective Applicable Percentagesend of such Interest Period, as reasonably determined by the Administrative Agent. (b) If for any reason (i) the Total WC Revolver Outstandings aggregate principal amount of Revolving Credit Loans outstanding under this Section 2 at any time exceed exceeds the lesser Aggregate Commitment as it exists from time to time minus the sum of (1) the Total WC Revolver Commitments then in effect all outstanding Swingline Loans and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the all L/C Obligations in an aggregate amount equal to such excess; providedObligations, howeverthe Company shall, that upon the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full request of any of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall Lenders, immediately prepay Acquisition the Revolving Credit Loans in an aggregate amount equal sufficient to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to eliminate such excess. (c) The Company shall pay each prepayment made under Section 2.8(a) and Section 2.8(b) to the Administrative Agent for the account of the Lenders. The Administrative Agent shall, promptly following its receipt of each such prepayment, distribute it to the Lenders ratably in accordance with their respective Commitment Percentages.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, Borrower may at any time or and from time to time voluntarily prepay Loans Loans, in whole or in part part, without premium or penalty; penalty (except as specifically provided that (i) such in the proviso of this sentence and in the penultimate sentence of this Section 2.07(a)), upon notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) two 12:00 noon, New York City time, not less than three Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Loans EurodollarSOFR Loans, and (B) no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid; provided that, if a EurodollarSOFR Loan is prepaid and whether on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.12. Each such Loan notice may be conditioned on the occurrence of one or more events (it being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The understood that the Administrative Agent will and Lenders shall be entitled to assume that the Loans contemplated to be prepaid by such notice are to be prepaid on the date indicated in such notice unless the Administrative Agent shall have received written notice revoking such notice of prepayment on or prior to the date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepaymentthereof. If any such notice is given by and not revoked on or prior to the Borrowersdate of prepayment indicated in such notice, 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 , together with accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the case of each prepayment of Loans pursuant to this Section 3.5. Each 2.07(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be applied paid to the Loans of the appropriate Lenders in accordance with their respective Applicable Percentagespro rata share of such Loans. If any Repricing Event occurs prior to the date occurring 12 months after the ClosingAmendment No. 1 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.15(c) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of the Term B Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of such Repricing Event. (b) If Beginning on the Closing Date, the Borrower shall apply all Net Proceeds within ten (10) Business Days after receipt thereof to prepay Term Loans in accordance with clauses (d) and (e) below. (c) Not later than ten (10) Business Days after the date on which the annual financial statements are, or are required to be, delivered under Section 5.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for any reason such Excess Cash Flow Period and, if and to the extent the amount of such Excess Cash Flow is greater than $0, the Borrower shall apply an amount to prepay Term Loans equal to (i) the Total WC Revolver Outstandings at any time exceed Required Percentage of such Excess Cash Flow minus (ii) to the lesser extent not financed using the proceeds of long-term Debt (1) it being understood that drawings under the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeABL Credit Agreement are not considered to be proceeds of long-term Debt), the Borrowers shall immediately prepay WC Revolver amount of any voluntary payments of Term Loans and/or and amounts used to repurchase outstanding principal of Term Loans during such Excess Cash Collateralize Flow Period (plus, without duplication of any amounts previously deducted under this clause (ii), the L/C Obligations in an aggregate amount equal of any such voluntary payments and amounts so used to repurchase principal of Term Loans after the end of such excess; provided, however, Excess Cash Flow Period but before the date of prepayment under this clause (c)) pursuant to Sections 2.07(a) and Section 2.19 (it being understood that the Borrowers amount of any such payments pursuant to Section 2.19 shall be calculated to equal the amount of cash used to repay principal and not the principal amount deemed prepaid therewith); provided that, solely with respect to the fiscal year of the Borrower ended December 31, 2021, the Borrower shall not be required to Cash Collateralize the L/C Obligations make a payment pursuant to this Section 2.4(b2.07(c). Such calculation will be set forth in an Officer’s Certificate delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail. (d) unless after Amounts to be applied in connection with prepayments of Term Loans pursuant to this Section 2.07 shall be applied to the prepayment in full of the WC Revolver Term Loans in accordance with Section 2.14(a) until paid in full. In connection with any mandatory prepayments by the Total WC Revolver Outstandings exceed Borrower of the Total WC Revolver Commitments Term Loans pursuant to this Section 2.07, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or EurodollarSOFR Loans; provided that with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied (i) first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are EurodollarSOFR Loans in effect; a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.12 and (ii) on a pro rata basis with respect to each Class of Term Loans except to the Total Acquisition Outstandings extent any Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment provides that the Class of Term Loans incurred thereunder is to receive less than its pro rata share, in which case such prepayment shall be allocated to such Class of Term Loans as set forth in such Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment and to the other Classes of Term Loans on a pro rata basis. Each prepayment of the Term Loans under this Section 2.07 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.07(b) or 2.07(c) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender”) may elect, by delivering written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.07(b) or 2.07(c) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time exceed frame specified above or such notice fails to specify the Total Acquisition Commitments then principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount is greater than $0, such Declined Prepayment Amount shall be retained by the Borrower. For the avoidance of doubt, the Borrower may, at its option, apply any amounts retained in effect accordance with the Borrowers shall immediately preceding sentence to prepay Acquisition Loans loans in accordance with Section 2.07(a). (f) Notwithstanding any other provisions of this Section 2.052.07, (i) to the extent that any of or all the Net Proceeds of any Asset Sale by a Foreign Subsidiary (“Foreign Asset Sale”), the Net Proceeds of any Recovery Event from a Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow attributable to Foreign Subsidiaries would be prohibited or delayed by applicable local law from being repatriated to the United States, an aggregate amount equal to the Net Proceeds or Excess Cash Flow that would be so affected were the Borrower or a Restricted Subsidiary to attempt to repatriate such excess; and (iii) cash will not be required to be applied to repay Term Loans at the Total Revolver Outstandings times provided in this Section 2.07 so long, but only so long, as the applicable local law would not permit repatriation to the United States and, if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any such affected Net Proceeds or Excess Cash Flow is permissible under the applicable local law, even if such cash is not actually repatriated at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in such time, an aggregate amount equal to the amount of such excessNet Proceeds or Excess Cash Flow, as applicable, will be promptly (and in any event not later than ten Business Days) applied (net of an amount equal to the additional taxes of the Borrower, the Subsidiaries and the direct and indirect holders of Equity Interests in the Borrower that would be payable or reserved against and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower or the Restricted Subsidiaries to the repayment of the Term Loans pursuant to this Section 2.07 to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Proceeds of any Foreign Asset Sale or Foreign Recovery Event or Excess Cash Flow attributable to Foreign Subsidiaries would have material adverse tax consequences with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.07; provided that the Borrower will use commercially reasonable efforts to eliminate or reduce any such material adverse tax consequences to enable such repayment to be made; provided, further, that any such Net Proceeds prohibited by applicable local law from being repatriated shall remain in an escrow or segregated account and shall not be permitted to be reinvested or otherwise expended. (g) Any prepayment of Term Loans of any Class shall be applied to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.06 as directed by the Borrower and if not directed by the Borrower, in direct order of maturity thereof, or as otherwise provided in any Extension Amendment, any Incremental Assumption Amendment or any Refinancing Amendment.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving 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) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Revolving Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 BorrowersBorrower, the Borrowers 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 3.53.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice Borrower shall have no right to prepay the Administrative Agent, principal amount of any Revolving Credit Loan or any Swing Loan other than as provided in this Section 2.7. (b) The Borrower may at any time or from time to time voluntarily prepay the outstanding principal amount of the Swing Loans in whole or ratably in part without premium or penalty; provided that part. (i) such The Borrower may at any time prepay the outstanding principal amount of the Loans in whole or ratably in part with the proceeds of Collateral. (ii) The Borrower may, upon at least one Business Day's prior notice must be received by to the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any stating the proposed date of prepayment the prepayment, prepay the outstanding principal amount of Eurodollar Rate the Loans and in whole (B) on together with accrued interest to the date of prepayment such prepayment) or ratably in part. Upon the giving of Base Rate Loans or Cost such notice of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a prepayment, the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate the Loans or Cost of Funds Rate 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, the Type(s) of Loans specified to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 become due and payable on the date specified therein. for each such prepayment. (iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Loans comprising part of the same Borrowing and Swing Loans equal to the amount by which (A) (I) the sum of the aggregate principal amount of Revolving Credit Loans, Letter of Credit Obligations and Swing Loans then outstanding MINUS (II) the aggregate amount then on deposit in the Cash Collateral Account and the L/C Cash Collateral Account exceeds (B) the lesser of the Revolving Credit Commitments and the Borrowing Base. (iv) Any prepayment of a made pursuant to this Section 2.7(c) shall be applied first to the Swing Loans outstanding and, if no Swing Loans are outstanding, then, to the Revolving Credit Loans outstanding. If (A) the only Loans outstanding are Eurodollar Rate Loan shall be accompanied by all accrued interest on Loans, (B) there are no Letter of Credit Obligations immediately due and payable, (C) the amount prepaidapplication of such immediately available funds will cause the Borrower to incur an obligation under Section 10.4 and (D) there is no Default or Event of Default then continuing, together with any additional amounts required pursuant to Section 3.5. Each then such prepayment shall be applied to deposited into the Loans Cash Collateral Account and shall be retained therein until one of the Lenders conditions set forth in accordance with their respective Applicable Percentages. clauses (bA) If for any reason through (iD) the Total WC Revolver Outstandings are no longer met, in which case such funds shall be applied as provided in this Section 2.7(c); PROVIDED, HOWEVER, that at any time exceed the lesser of only condition not met is the condition specified in clause (1) the Total WC Revolver Commitments B), then in effect and (2) the Borrowing Base at such time, the Borrowers funds shall immediately prepay WC Revolver Loans and/or Cash Collateralize be applied to fund the L/C Cash Collateral Account. (d) After the occurrence of a Default, an Event of Default or a Triggering Condition and until such Default or Event of Default has been cured or waived or the occurrence of a Triggering Condition Unwind, all immediately available funds in the Concentration Account shall be applied on the date on which they are immediately available first to the outstanding principal amount of the Swing Loans, next to the outstanding principal amount of the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations), as more fully described in Section 5 of the Cash Collateral Account Agreement. Thereafter, the Borrower may direct the disposition of any funds remaining in the Concentration Account and the Investment Account; PROVIDED that, if a Default or an aggregate amount equal Event of Default shall have occurred and be continuing, then such funds in the Concentration Account and the Investment Account shall be used to cash collateralize the Letter of Credit Obligations, and thereafter, the Borrower shall direct the disposition of such excess; provided, however, that remaining funds. (e) All proceeds of Collateral received by the Borrowers Secured Parties after the giving of notice to the Borrower pursuant to clause (i) or (ii) of the first sentence of Section 8.2 shall not be required applied first to Cash Collateralize fund the L/C Obligations Cash Collateral Account, and if the L/C Cash Collateral Account has been fully funded pursuant to this Section 2.4(b) unless after 8.3, to repay any Swing Loans then outstanding together with accrued interest thereon, and if no Swing Loans or accrued interest are outstanding, ratably, to repay all other Loans outstanding together with accrued interest thereon, and if no such Loans or accrued interest are outstanding, then to repay the prepayment Secured Parties, ratably, in full respect of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessall other Obligations hereunder.

Prepayments. (a) The Borrowers Any Borrower may, upon notice delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Committed 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) two three Business Days prior to any date of prepayment of Eurodollar EurodollarTerm SOFR Rate Committed Loans and (B) on the one Business Day prior to any date of prepayment of Base LIBOR Daily SOFR Rate Loans or Cost of Funds Base Rate Loans; (ii) any prepayment of Eurodollar EurodollarTerm SOFR Rate Committed Loans or LIBOR Daily SOFR Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Committed Loans to be prepaid and whether and, if EurodollarTerm SOFR Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If the applicable Borrower gives a prepayment notice, then such notice is given by the Borrowers, the Borrowers 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.prepayment (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeAggregate Commitments, the Borrowers shall immediately prepay WC Revolver 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 2.4(b2.05(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; . (iic) No Bid Loan may be prepaid without the Total Acquisition Outstandings at any time exceed prior consent of the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessapplicable Bid Loan Lender.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving 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) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on one Business Day prior to the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Revolving Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Revolving Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) (i) The Borrowers may, upon notice to the Administrative Agent, Borrower may at any time or and from time to time voluntarily prepay Loans Loans, in whole or in part part, without premium or penalty; penalty (except as specifically provided that (i) such in the proviso of this sentence and in the penultimate sentence of this Section 2.08(a)(i)), upon notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) two 12:00 noon, New York City time, not less than three Business Days prior to any date of prepayment thereto, in the case of Eurodollar Rate Loans and (B) Loans, no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid; provided that, if a Eurodollar Loan is prepaid and whether on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. Each such Loan notice may be conditioned on the occurrence of one or more events (it being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The understood that the Administrative Agent will and Lenders shall be entitled to assume that the Loans contemplated by such notice are to be made unless the Administrative Agent shall have received written notice revoking such notice of prepayment on or prior to the date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepaymentthereof. If any such notice is given by the Borrowersgiven, 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 , together with accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the case of each prepayment of Loans pursuant to this Section 3.5. Each 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be applied paid to the Loans of the appropriate Lenders in accordance with their respective Applicable Percentages. (b) pro rata share of such Loans. If for any reason (i) Repricing Event occurs prior to the Total WC Revolver Outstandings at any time exceed date occurring twelve months after the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeAmendment No. 1 Effective Date, the Borrowers shall immediately prepay WC Revolver Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B Loans and/or Cash Collateralize the L/C Obligations that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.16(c) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee 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 2.4(b) unless after the prepayment in full 1.00% of the WC Revolver aggregate principal amount of the Term B Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal subject to such excess; Repricing Event. Such fees shall be earned, due and (iii) payable upon the Total Revolver Outstandings at any time exceed date of the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to occurrence of such excessRepricing Event.

Prepayments. (a) The Borrowers mayCompany or, upon notice solely in the case of Hasbro SA Loans, Hasbro SA shall repay Base Rate Loans or Eurocurrency Rate Loans made to the Administrative AgentCompany or, solely in the case of Hasbro SA Loans, Hasbro SA hereunder on the last day of the Interest Period relating thereto. As provided in section 2.5.2, the Company or, solely in the case of Hasbro SA Loans, Hasbro SA shall repay Competitive Bid Loans made to the Company or, solely in the case of Hasbro SA Loans, Hasbro SA hereunder on the last day of the Interest Period relating thereto. The Company or, solely in the case of Hasbro SA Loans, Hasbro SA shall also have the right at any time or from time to time voluntarily prepay Syndicated Loans in consisting of Base Rate Loans, as a whole or in part part, without premium or penalty; provided that (i) such the Company or, solely in the case of Hasbro SA Loans, Hasbro SA shall provide written, telegraphic or telephonic notice must be received by to the Administrative Agent not later than 11:00 a.m. (ABoston time) two Business Days prior to any on the proposed date of prepayment stating the aggregate principal amount of Eurodollar Rate Loans and (B) on the date of such prepayment. Each partial prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans Syndicated Loan pursuant to this section 2.8 shall be in a minimum aggregate principal amount of $500,000 5,000,000 or a whole some greater integral multiple of $100,000 1,000,000 (or the Dollar Equivalent thereof in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof an Optional Currency), or, in each case, if less, the entire aggregate outstanding principal amount thereof then outstandingof the Syndicated Loans. Each such Subject to the conditions of section 2.1 hereof, amounts so prepaid may be reborrowed. In addition, the Company or, solely in the case of Hasbro SA Loans, Hasbro SA may, upon three (3) Business Days' written, telegraphic or telephonic notice shall specify to the Agent stating the proposed date and the aggregate principal amount of such prepayments, prepay all, but not less than all, of the Syndicated Loans constituting Eurocurrency Rate Loans subject to a particular Interest Period on a date other than the last day of the Interest Period relating thereto; provided, that upon any such prepayment, and except as set forth in section 4.1(f) hereof, the Type(sCompany or, solely in the case of Hasbro SA Loans, Hasbro SA shall pay to the Agent, for the respective accounts of the Banks on a pro rata basis, a sum which shall be determined by the Agent (to the extent that the Agent is able to make such determination), which determination shall be conclusive in the absence of manifest error, in the following manner after each such payment: (a) First, the Agent shall determine the amount (if any) (the "Installment Amount") by which (i) the total amount of Loans interest which would have otherwise accrued hereunder on each installment of principal so prepaid during the period beginning on the date of such payment and ending on the last day of the Interest Period relating thereto (the "Reemployment Period") exceeds (ii) the total amount of interest which would accrue, during the Reemployment Period, at the annual rate of interest determined by the Agent (the "Reemployment Rate") as being the prevailing rate per annum bid at or about the time of such payment for the purchase of deposits of Dollars or the relevant Optional Currency, as applicable, from prime banks in the Eurocurrency Interbank Market selected by the Agent in its sole discretion (such Reemployment Rate to be the rate payable on an amount equal (as nearly as may be) to the Eurocurrency Rate Loans so prepaid and whether such Loan being prepaid is to have a WC Revolver Loanmaturity (as nearly as may be) equal to the Reemployment Period); (b) Second, an Acquisition Loan or a Revolver Loan. 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 Installment Amount shall be due and treated as payable on the last day of the Interest Period relating to the Eurocurrency Rate Loans prepaid; and (c) Third, the amount to be paid shall be the present value of the Installment Amount determined by discounting the amount thereof from the date specified thereinon which the Installment Amount is to be treated as payable, at the same annual interest rate as the Reemployment Rate designated as aforesaid by the Agent. Any Each prepayment of a Eurodollar Rate Loan made pursuant to this section 2.8 shall be accompanied by all the payment of accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied principal prepaid to the Loans date of the Lenders in accordance with their respective Applicable Percentagesprepayment. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Subject to Section 2.10 and the Fee Letter, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to 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. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Term Loans; and (ii) any prepayment of Eurodollar Rate Term Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersLead 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 Eurodollar Rate Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason If, as a result of an inspection allowed by Section 6.01(b), the Outstanding Amount exceeds forty-five percent (i45%) of the Total WC Revolver Outstandings at any time exceed the lesser Appraised Value of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeIntellectual Property, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations Term Loan 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess. (c) Subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Borrowers shall prepay the Term Loan in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event immediately upon receipt thereof by such Loan Party.

Prepayments. (a) The Borrowers may, Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time or from time to 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. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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 which notice shall specify the prepayment date (which shall be a Business Day) and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 the prepayment (which shall be at least $500,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the BorrowersAgent, 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 provided that interest on the amount principal prepaid, together with any additional accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Eurodollar Loans on the same condition as for Base Rate Loans, and in addition, such prepayments of Eurodollar Loans shall be subject to the terms of Section 5.05 and shall be in amounts required pursuant equal to Section 3.5all of the Eurodollar Loans for the Interest Period being prepaid. Each such prepayment Any prepayments made during the Term Loan Period shall be applied to reduce pro rata the Loans of the Lenders in accordance with their respective Applicable Percentagesremaining scheduled payments. (b) If for If, after giving effect to any reason termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Sections 2.03(b), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, the Borrower shall (i) prepay the Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Agent on behalf of the Lenders an amount equal to the remaining excess to be held as cash collateral as provided in Section 2.10(b) hereof. (c) Upon any redetermination of the amount of the Borrowing Base in accordance with Section 2.08 or adjustment in accordance with Section 8.08(b), if the redetermined Borrowing Base is less than the sum of (i) the Total WC Revolver Outstandings at any time exceed aggregate outstanding principal amount of the lesser of Loans, plus (1ii) the Total WC Revolver Commitments then in effect and LC Exposure, plus (2iii) the Borrowing Base at such timeamount by which the US Dollar equivalent (converted as of the relevant Redetermination Date by the Agent using good faith and customary methods and taking into account the effect of any applicable Hedging Agreements) of the DEM Subordinated Debt exceeds $2,400,000, then the Borrowers Borrower shall immediately within thirty (30) days of receipt of written notice thereof: either (i) prepay WC Revolver the Loans (and/or Cash Collateralize the L/C Obligations provide cash collateral) in an aggregate principal amount equal to such excess; provided, however, that together with interest on the Borrowers shall not be required principal amount paid accrued to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the date of such prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; or (ii) notify the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount Agent of its election to eliminate such Borrowing Base deficiency by making six (6) consecutive monthly payments equal to such excess; excess divided by six (6), the first of such payments being due and payable immediately and each subsequent payment being due at thirty (iii30) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers day intervals thereafter. Any scheduled payments of principal made during such deficiency period shall immediately prepay Revolver Loans in an aggregate amount equal be applied to such excessdeficiency payments in direct order of maturity; provided that in the event of an acceleration of the maturity of the Notes pursuant to Section 10.02, such acceleration shall also accelerate the maturity of the monthly deficiency payments. (d) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of Eurodollar Loans. Any prepayment may be reborrowed subject to the then effective Aggregate Commitments.

Prepayments. (a) The Borrowers may, Borrower may prepay Base Rate Loans upon not less than one (1) Business Day's prior notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time or from time to 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. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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 which notice shall specify the prepayment date (which shall be a Business Day) and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 the prepayment (which shall be at least $500,000 or the remaining aggregate principal balance outstanding on the relevant Note) and shall be irrevocable and effective only upon receipt by the BorrowersAgent, 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 provided that interest on the amount principal prepaid, together with any additional amounts required pursuant accrued to Section 3.5. Each such the prepayment date, shall be applied paid on the prepayment date. The Borrower may prepay Eurodollar Loans on the same condition as for Base Rate Loans (but with three (3) days advance notice) and in addition such prepayments of Eurodollar Loans shall be subject to the Loans terms of Section 5.05 and shall be in an amount equal to all of the Lenders in accordance with their respective Applicable PercentagesEurodollar Loans for the Interest Period prepaid. (b) If for If, after giving effect to any reason termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(c), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, the Borrower shall (i) prepay the Total WC Revolver Outstandings at any time exceed Loans on the lesser date of (1) such termination or reduction in an aggregate principal amount equal to the Total WC Revolver Commitments then in effect excess, together with interest on the principal amount paid accrued to the date of such prepayment and (2ii) if any excess remains after prepaying all of the Loans, pay to the Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof. (c) Upon any adjustment or redetermination of the amount of the Borrowing Base at (but not Scheduled Borrowing Base Reductions) in accordance with Sections 2.07(d), 2.08, 8.08(c) or 9.14 or otherwise, if the adjusted or redetermined Borrowing Base is less than the sum of the aggregate outstanding principal amount of the Loans and the LC Exposure (a "Borrowing Base Deficiency"), then the Borrower shall within 45 days of receipt of written notice thereof cure such time, Borrowing Base Deficiency by either prepaying the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount equal to such excess; provided, howevertogether with interest on the principal amount paid accrued to the date of such prepayment or provide additional Collateral to secure the Indebtedness to the reasonable satisfaction of the Lenders. (d) Following a casualty loss to all or any part of the Oil and Gas Properties constituting the Borrowing Base, that all insurance proceeds payable to the Borrowers Borrower and not used by the Borrower to repair or replace such Properties shall be used by the Borrower to prepay the Loans. The Borrowing Base shall be reduced by an amount reasonably determined at the time by the Agent to reflect the contribution to the Borrowing Base of such Oil and Gas Properties not be repaired or replaced. (e) Prepayments permitted or required to Cash Collateralize the L/C Obligations pursuant to under this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers 2.07 shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.be without premium or penalty, except as required under Section 5.05

Prepayments. (ai) The Borrowers Borrower may, upon from time to time, by giving notice to the Administrative AgentAgent no later than three Business Days before the date of the prepayment, at any time prepay, without premium or from time to time voluntarily prepay Loans penalty and in whole or in part without premium or penalty; provided that (i) such notice must be received by part, the Administrative Agent not later than 11:00 a.m. principal amount of any Borrowing so long as: (A) two Business Days prior the notice by the Borrower specifies the amount and Borrowing to any date of prepayment of Eurodollar Rate Loans and be prepaid, (B) on the date of each voluntary partial prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall must be in a principal amount of not less than $500,000 1,000,000 or a whole greater integral multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or1,000,000, 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 Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 plus accrued interest on the amount prepaidprepaid to the date of such prepayment, and (C) the Borrower shall pay the Funding Loss, if any, within 5 Business Days following an affected Lender's demand and delivery to the Borrower of the certificate as provided in Section 3.18. Conversions on the last day of Interest Period pursuant to Section 3.10 are not prepayments. (ii) The Borrower shall promptly notify the Administrative Agent upon the receipt of any Net Cash Proceeds of any Debt Event and, at any time that any such Net Cash Proceeds received and not previously applied to any prepayment pursuant to this Section 3.2(c)(ii) shall equal or exceed $10,000,000, the Borrower shall prepay Borrowings, together with payment of any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeFunding Losses, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations as applicable, 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 2.4(b) unless after the prepayment in full 100% of the WC Revolver Loans Net Cash Proceeds of such Debt Event. (iii) If at any time, the Total WC Revolver Outstandings sum of the aggregate principal amount of Borrowings outstanding shall exceed the Total WC Revolver Commitments then total Commitments, the Borrower shall forthwith prepay Borrowings, in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate a principal amount equal to such excess; , together with accrued interest to the date of such prepayment on the principal amount of Borrowings prepaid and any Funding Losses owing in connection therewith. (iiiiv) Prepayments of the Total Revolver Outstandings Borrowings pursuant to this Section 3.2 shall be applied, first, to prepay Base Rate Borrowings, second, to prepay any LIBOR Rate Borrowing that has an Interest Period the last day of which is the same as the date of such requirement prepayment, and, third to prepay other LIBOR Rate Borrowings, as selected by the Borrower, or, at any time exceed the Total Revolver Commitments then in effect Borrower's option, to cash collateralize such other LIBOR Rate Borrowings (which cash collateral will be applied on the Borrowers shall immediately last day of the Interest Period of each such LIBOR Rate Borrowing to prepay Revolver Loans in an aggregate amount equal to such excessLIBOR Rate Borrowings).

Prepayments. (a) The Borrowers maySubject to paragraph (b) below, upon notice to the Administrative Agent, Borrower may at any time or and from time to time voluntarily prepay Loans the Term Loans, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) two A.M., New York City time, three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orthereto, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment; provided, that if the Term Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Type(s) Borrower shall also pay any amounts owing pursuant to Section 3.8. Upon receipt of Loans to be prepaid and whether any such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepaymentthereof. If any such notice is given by the Borrowersgiven, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of the Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Any prepayment of any Term Loan pursuant to this Section 3.1 shall be applied on a Eurodollar Rate pro rata basis among the Lenders and applied to reduce the scheduled remaining Installments of principal on such Term Loan in inverse order of maturity (b) In the event that the Term Loans are voluntarily prepaid prior to December 31, 2006, the Borrower shall pay the Lenders a prepayment premium equal to the percentage set forth below opposite the period in which prepayment shall occur multiplied by the principal amount of the Term Loans being prepaid. Term Loans may be prepaid without prepayment premium on or after December 31, 2006. Period Percentage ------ ---------- Prior to December 31, 2004 3.00% December 31, 2004 to December 30, 2005 2.00% December 31, 2005 to December 30, 2006 1.00% (c) If on any date any Group Member or the Collateral Trustee shall receive proceeds with respect to title insurance covering any Mortgaged Real Property, subject to any required prepayments under the Revolving Credit Agreement pursuant to Section 3.1(b) thereof, there shall occur on such date a prepayment of the Term Loans in an amount equal to the lesser of (x) the amount of such proceeds or (y) the aggregate principal amount outstanding under the Term Loans. Each prepayment of the Term Loans under this Section 3.1(c) shall be accompanied by all accrued interest to the date of such prepayment on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to at their option on any Payment Date or the Administrative AgentBusiness Day immediately preceding such Payment Date, at any time or from time to time voluntarily prepay the outstanding principal amount of the Loans in whole its entirety or in part without premium minimum increments of $5,000,000 (other than the Delayed Draw Term Loan which can be repaid in any increment). Borrowers shall give Administrative Agent prior written notice of at least sixty (60) days before any such prepayment (or penalty; provided such shorter time as may be mutually agreed in writing), and such notice shall be irrevocable. In the event that Borrowers elect to so prepay the Loans or in the event that the Loans are accelerated upon or after the occurrence of an Event of Default, such prepayment may be made by paying the then outstanding aggregate principal amount of the Loans, together with all interest accrued at such Payment Date and the applicable Make-Whole Amount (other than the Excluded Repayment, if applicable). (b) Borrowers shall prepay the Obligations concurrently with receipt of, and in an amount equal to 100.00% of, the (i) such notice must be Net Cash Proceeds received by the Administrative Agent not later than 11:00 a.m. Borrowers in connection with (A) two Business Days prior any disposition of Real Property subject to any date a First Mortgage in favor of prepayment Administrative Agent or Second Mortgage in favor of Eurodollar Rate Loans Administrative Agent and (B) on other than Permitted Asset Dispositions, any Asset Disposition(s) for which the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; proceeds exceed $1,500,000 for such disposition, (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; Extraordinary Receipts received by Borrowers, and (iii) any if required as a result of a Change in Control or a Change in Law. Any mandatory prepayment of Base Rate Loans the Loan (other than a Delayed Draw Term Loan advanced on or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orbefore February 27, in each case, if less, 2023) made pursuant to the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(sforegoing clause (i) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each prepaid and such prepayment shall be applied subject to the Loans of Make-Whole Amount (other than for the Lenders in accordance with their respective Applicable PercentagesExcluded Repayment, if applicable); provided that Administrative Agent may elect to waive its right to receive any mandatory repayment otherwise required pursuant to this Section 2.4(b). (b) If for any reason (i) Notwithstanding the Total WC Revolver Outstandings at foregoing, following the receipt by any time Borrower of Insurance Proceeds: (A) the Borrower may deliver a certificate to Administrative Agent in form and substance satisfactory to Administrative Agent within five (5) days after any Borrower’s receipt of such Insurance Proceeds (the “Loss Event”), stating that the related proceeds will be used to replace, repair or restore the damaged properties within a period specified in such certificate not to exceed nine (9) months after the lesser date of receipt of such proceeds (including a proposed estimate of expenses), and (B) upon the occurrence of the earlier of (1) the Total WC Revolver Commitments then in effect and nine (9) months after such Loss Event or (2) the Borrowing Base at date of any Event of Default, if such timeNet Cash Proceeds of such Extraordinary Receipts are not theretofore so used, the Borrowers Administrative Agent shall immediately have the option to require Borrower to prepay WC Revolver the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessNet Cash Proceeds of such Extraordinary Receipts which shall be prepaid pursuant to the terms of Section 2.4(b) and applied pursuant to the terms of Section 2.4(c), within five (5) Business Days of written notice of any such election delivered by Administrative Agent to Borrower, which for the avoidance of doubt shall not be subject to the Make-Whole Amount. (c) Subject to Section 2.4(d), all amounts payable pursuant to this Section 2.4 shall be applied as follows: first, to all then unpaid fees and expenses of Administrative Agent; second, pro rata, to all then unpaid fees and expenses of Lenders; third, pro rata, to all accrued and unpaid interest on the Loans; and fourth, pro rata, to the outstanding aggregate principal balance of the Loans in the inverse order of maturity; provided, however, that the Borrowers reduction of the aggregate principal balance of the Loans shall not be affect the amount or timing of principal payments required under this Agreement until the balance of such payments is reduced to Cash Collateralize zero. (d) Notwithstanding anything to the L/C Obligations contrary in this Section 2.4, all proceeds of Collateral received by Administrative Agent or any other Person pursuant to this the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of the maturity of any of the Obligations following the occurrence of an Event of Default (each, an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among Lenders): (i) first, to pay any costs and expenses of Administrative Agent (in its capacity as Administrative Agent) and fees then due to Administrative Agent (in its capacity as Administrative Agent) and its Affiliates under the Loan Documents or otherwise, including any indemnities then due to Administrative Agent (in its capacity as Administrative Agent) under the Loan Documents, until paid in full, (ii) second, ratably to pay any costs, expense reimbursements, fees or premiums of Lenders and indemnities then due to any Lender under the Loan Documents until paid in full, (iii) third, ratably to pay interest due in respect of the outstanding Loans until paid in full, (iv) fourth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (v) fifth, to pay any other Obligations, and (vi) sixth, to Borrowers or such other Person entitled thereto under applicable law. (e) Except as otherwise required by Section 2.4(d), any mandatory prepayment pursuant to Section 2.4(b) unless after the prepayment may be declined in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then whole or in effect; (ii) the Total Acquisition Outstandings at part by any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal Lender without prejudice to such excess; ▇▇▇▇▇▇’s rights hereunder to accept or decline any future payments in respect of any mandatory prepayment. If a Lender chooses not to accept payment in respect of a mandatory prepayment, in whole or in part, the other Lenders that accept such mandatory prepayment shall have the option to share such proceeds on a pro rata basis (and if declined by all Lenders, such declined proceeds shall be retained by Borrowers). Each Lender shall have until two (iii2) Business Days immediately preceding the Total Revolver Outstandings at Business Day on which such prepayment is due in order to decline such prepayment (and any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal election by a Lender delivered prior to such excessBusiness Day can be rescinded by such Lender at its discretion until such Business Day).

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, Borrower may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable notice delivered to the Administrative Agent no later than (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 10:00 A.M. on the date of prepayment such prepayment, in the case of Base Rate Loans or Cost of Funds Daily Simple SOFR Rate Loans; , and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and 10:00 A.M. three (iii3) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orU.S. Government Securities Business Days prior thereto, in each casethe case of Term SOFR Rate Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, the Type(s) of Loans Facility to be prepaid and whether the prepayment is of Daily Simple SOFR Rate Loans or Term SOFR Rate Loans; provided, that if a Term SOFR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepaymentthereof. If any such notice is given by the Borrowersgiven, 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 , together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment Partial prepayments of Loans shall be applied to the Loans in an aggregate principal amount of the Lenders in accordance with their respective Applicable Percentages$1,000,000 or a whole multiple thereof. (b) If for [Reserved] (c) If, on any reason (i) date, the Total WC Revolver Outstandings at any time Revolving Advances outstanding on such date exceed the lesser Total Revolving Commitments in effect on such date, the Borrower immediately shall prepay the outstanding Revolving Advances in the amount of (1) such excess. If, on any date, the Total WC Revolver Term Advances outstanding under the Term Loan I Facility on such date exceed the Total Term Loan Commitments then for Term Loan I Facility in effect and (2) the Borrowing Base at on such timedate, the Borrowers Borrower immediately shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations outstanding Term Advances under the Term Loan I Facility in an aggregate the amount equal to of such excess; provided. If, howeveron any date, that the Borrowers Total Term Advances outstanding under the Term Loan II Facility on such date exceed the Total Term Loan Commitments for the Term Loan II Facility in effect on such date, the Borrower immediately shall not be required to Cash Collateralize prepay the L/C Obligations outstanding Term Advances under the Term Loan II Facility in the amount of such excess. Any such prepayment pursuant to this Section 2.4(b2.5(c) unless shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts owing pursuant to Section 2.14. (d) Except as provided in Section 6, if the Borrower prepays any Loans under this Section 2.5 but fails to specify the applicable Facility and/or Loans that the Borrower intends to prepay, then such prepayment shall be applied, first, to Revolving Advances, second, ratably to Term Advances (and after application among such Loans, to principal installments thereunder in inverse order of scheduled maturities) and, third, to other Obligations in such order as the prepayment Administrative Agent may determine in full of its sole discretion, and all such prepayments made under the WC Revolver applicable Facility shall first be applied to Base Rate Loans, second, to Daily Simple SOFR Rate Loans, then to Term SOFR Rate Loans on a pro rata basis (and, among such Term SOFR Rate Loans, first to those with the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessearliest expiring Interest Periods).

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to 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. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect. (c) Any Extraordinary Receipts shall be immediately applied as a mandatory prepayment on the Loans; (iiprovided, however, that prepayments under this Section 2.05(d) shall not be required until the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and of unapplied Extraordinary Receipts exceeds $5,000,000. (iiid) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an The aggregate amount equal to of all prepayments under Section 2.05(c) in excess of $20,000,000 shall reduce the Aggregate Commitments by the amount of such excess.

Prepayments. (ai) The Borrowers Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty (other than as set forth in Section 2.08(b) and (c) hereof); provided that (ix) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (iiy) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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 outstandingoutstanding or such lesser amount as is acceptable to the Agent; and (z) no portion of the Tranche A-1 Term Loan shall be prepaid unless and until the Tranche A Term Loan and all outstanding Revolving Loans have been paid in full; provided further, that any prepayment of the Tranche A-1 Term Loans made on or prior to the first anniversary of the Third Restatement Date shall be subject to Section 2.08(b). Each such notice shall specify the date and amount of such prepayment, whether the Tranche A Term Loan, Tranche A-1 Term Loan or Revolving Loans are to be prepaid, and the Type(s) of Loans to be prepaid and whether and, if LIBOR Rate Loans, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, except that, to the extent delivered in connection with a full or partial refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment shall be applied to the Revolving Loans of, or portion of the Tranche A Term Loan or Tranche A-1 Term Loan, as applicable, held by, as applicable, the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon irrevocable notice from the Borrower to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 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 3.5. Each such prepayment shall be applied except that, to the Loans extent delivered in connection with a full or partial refinancing of the Lenders in accordance with their respective Applicable PercentagesObligations, such notice shall not be irrevocable until such refinancing is closed and funded. (b) If for In connection with any reason Disposition of any Intellectual Property or related assets of the Borrower or its Subsidiaries, the Borrower shall prepay the Loans in an amount equal to the LTV Percentage of the orderly liquidation value of such assets as determined by the most recent appraisal of such Intellectual Property or related assets undertaken by the Agent with respect thereto; provided that if an Event of Default has occurred and is continuing, the Borrower shall prepay the Loans in an amount equal to 100% of the orderly liquidation value of such assets as determined by the most recent appraisal of such Intellectual Property or related assets undertaken by the Agent with respect thereto. (c) In connection with (i) any Disposition of any Collateral (other than Permitted Dispositions of the Total WC Revolver Outstandings type referred to in clauses (d), (e) and (f) of the definition thereof and other than with respect to Dispositions of Intellectual Property as set forth in clause (b) above), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Proceeds from the Disposition of such Collateral; provided however, that the Borrower shall have the right to reinvest such Net Proceeds, if such Net Proceeds are reinvested (or committed to be reinvested) or used to consummate an Acquisition of the type described in clause (ii)(a) of the definition of “Permitted Acquisition”, in each case, within 365 days and, if so committed to be reinvested or to consummate such Permitted Acquisition, so long as such reinvestment or Permitted Acquisition is actually completed within 180 days thereafter and (ii) subject to the provisions of Section 2.04(g) below, the receipt of proceeds of any MSLO Key Man Policy, the Borrower shall prepay the Loans in an amount equal to 100% of the Net Proceeds from such receipt. (d) If at any time exceed the outstanding principal amount of the Tranche A-1 Term Loan is greater than ten (10%) percent of the Realizable Orderly Liquidation Value, the Borrower shall (i) so long as the Obligations have not been accelerated pursuant to Section 8.02 prepay the Obligations in the amount of such excess as set forth in clause (f) below, and (ii) at any time when the Obligations have been accelerated pursuant to Section 8.02, prepay the Obligations as set forth in Section 8.03. (e) The Borrower shall prepay the Loans to the extent required pursuant to the provisions of Section 6.12 hereof. (f) Prepayments made to the Tranche A Term Loan pursuant to this Section 2.04 shall be applied, ratably, to the remaining scheduled installments of principal in respect of the Tranche A Term Loan in the inverse order of maturity. Prepayments made to the Tranche A-1 Term Loan pursuant to this Section 2.04 shall be applied, ratably, to the remaining scheduled installments of principal in respect of the Tranche A-1 Term Loan in the inverse order of maturity. Prepayments made pursuant to Section 2.04(b), and (c)(i) above, shall be applied, first, ratably, to the Tranche A Term Loan, second, to any outstanding Swing Line Loans, third, ratably, to the outstanding Revolving Loans, and fourth, ratably, to the Tranche A-1 Term Loan. At any time that any portion of the Tranche A-1 Loan is outstanding, repayments made pursuant to Section 2.04(c)(ii) above, shall be applied, first, ratably, to the Tranche A Term Loan in an amount equal to the lesser of (1x) the Total WC Revolver Commitments then in effect aggregate amount of the Tranche A Term Loan outstanding and (2y) $20,000,000, second, ratably, to the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations Tranche A-1 Term Loan in an aggregate amount equal to such excess; providedthe lesser of (x) the aggregate amount of the Tranche A-1 Term Loan outstanding and (y) $20,000,000, howeverthird, to the Second Lien Facility in accordance with the provisions of Section 2.04(g)(i) below, fourth, ratably, to any portion of the Tranche A Term Loan not repaid pursuant to first above, fifth, ratably, to any portion of the Tranche A-1 Term Loan not repaid pursuant to second above, sixth, to any outstanding Swing Line Loans, and seventh, ratably, to the outstanding Revolving Loans. At any time that the Borrowers Tranche A-1 Loan has been repaid in full and no portion thereof is outstanding, repayments made pursuant to Section 2.04(c)(ii) above, shall be applied, first, ratably, to the Tranche A Term Loan in an amount equal to the lesser of (x) the aggregate amount of the Tranche A Term Loan outstanding and (y) $35,000,000, second, to the Second Lien Facility in accordance with the provisions of Section 2.04(g)(ii) below, third, ratably, to any portion of the Tranche A Term Loan not repaid pursuant to first above, fourth, to any outstanding Swing Line Loans, and fifth, ratably, to the outstanding Revolving Loans. Prepayments made pursuant to Section 2.04(a)(ii) and (e) above, shall be applied, first, to any outstanding Swing Line Loans, second, ratably, to the outstanding Revolving Loans, third, solely after the occurrence and during the continuance of an Event of Default, ratably, to the Tranche A Term Loan, and fourth, solely, after the occurrence and during the continuance of an Event of Default, ratably, to the Tranche A-1 Term Loan. Prepayments made pursuant to Section 2.04(d) above, shall be applied, ratably, to the Tranche A-1 Term Loan. (g) If at the time that any prepayment would be required to Cash Collateralize the L/C Obligations hereunder pursuant to this the provisions of Section 2.4(b2.04(c)(ii) unless after above, the Borrower is required, pursuant to the terms of the Second Lien Credit Agreement, to prepay or offer to prepay the Second Lien Facility with the Net Proceeds of any MSLO Key Man Policy, then the Borrower may: (i) at any time that any portion of the Tranche A-1 Loan is outstanding, upon the repayment of the Tranche A Term Loan in an amount equal to the lesser of (x) the aggregate amount of the Tranche A Term Loan outstanding and (y) $20,000,000, and the repayment of the Tranche A-1 Term Loan in an amount equal to the lesser of (x) the aggregate amount of the Tranche A-1 Term Loan outstanding and (y) $20,000,000, in each case in accordance with the provisions of Section 2.04(f) above, apply an amount not to exceed $10,000,000 to the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effectSecond Lien Facility; and (ii) the Total Acquisition Outstandings at any time exceed that the Total Acquisition Commitments then Tranche A-1 Loan has been repaid in effect full and no portion thereof is outstanding, upon the Borrowers shall immediately prepay Acquisition Loans repayment of the Tranche A Term Loan in an aggregate amount equal to such excess; the lesser of (x) the aggregate amount of the Tranche A Term Loan outstanding and (iiiy) $35,000,000 in accordance with the Total Revolver Outstandings at any time provisions of Section 2.04(f) above, apply an amount not to exceed $15,000,000 to the Total Revolver Commitments then in effect prepayment of the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessSecond Lien Facility.

Prepayments. (a) The Borrowers Without premium or penalty, the Company or the Mexican Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily time, by 11:00 a.m. (Chicago time) on the day of such prepayment in the case of Base Rate Loans, prepay Revolving Loans ratably among the Lenders 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) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount minimum Dollar Equivalent amounts of $500,000 1,000,000, or a whole any Dollar Equivalent multiple of $100,000 in excess thereof; and (iii) any . Such notice of prepayment of Base Rate Loans or Cost of Funds Rate 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 applicable Borrower, the date and amount of such prepayment. Such notice shall not thereafter be revocable by the applicable Borrower, and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each any such notice, and of the amount of such Lender's Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrowersa Borrower, the Borrowers 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 , together with accrued interest to each such date on the amount prepaid. (b) If on any day the Agent shall have determined that the Dollar Equivalent Effective Amount of all Loans and L/C Obligations then outstanding exceeds the combined Available Commitments of the Lenders, together then the Borrower shall immediately, and without notice or demand, make prepayments of Loans such that, after giving effect to all such prepayments, the Effective Amount of all Loans plus the Effective Amount of L/C Obligations does not exceed the combined Available Commitments. (c) If on any date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Company shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the L/C Commitment. If on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the combined Available Commitments, the Company shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances by an amount equal to the applicable excess. (d) If on any day (a "Computation Date") the Canadian Revolving Lender or the Agent shall have determined that the Dollar Equivalent Effective Amount of all Canadian Revolving Loans then outstanding exceeds the Canadian Subsidiary Loan Sublimit by more than 2% of the Canadian Subsidiary Loan Sublimit due to a change in applicable rates of exchange between Dollars and the Canadian Dollar, then the Canadian Revolving Lender may in its sole discretion require the Agent to, or the Agent in its own discretion may, give notice to the Canadian Borrower that a prepayment is required under this section, and Canadian Borrower agrees thereupon to immediately make a prepayment of Canadian Revolving Loans such that, after giving effect to all such prepayments, the Effective Amount of all Canadian Revolving Loans does not exceed the Canadian Subsidiary Loan Sublimit. (e) On the Business Day of its receipt of the proceeds from the sale of any property of the Company or any Subsidiary, its receipt of any insurance or condemnation proceeds with respect to any property of the Company or any Subsidiary, or the receipt of the proceeds of any tax refund by the Company or any Subsidiary, the Company shall prepay the Revolving Loans in an amount equal to 100% of the Net Proceeds realized upon any such receipt of proceeds; provided, however, that (i) no such prepayment shall be required with respect to sales of inventory in the ordinary course of the Company's and the Subsidiaries' business (other than bulk sales of inventory or sales of scrap or obsolete inventory), (ii) no such prepayment shall be required with respect to up to $1,500,000 in gross consideration after the Closing Date from sales of obsolete equipment and scrap inventory, (iii) the proceeds from the collection of the Signal Division receivables, the Signal Division sale escrow, and any other payments received by the Company or its Subsidiaries with respect to its sale of the Signal Division, in each case pursuant to or in connection with that certain Stock Purchase Agreement dated as of February 23, 2001 among the Company, ABC-NACO Rail Systems Inc., Track Holding Inc. and Balfour ▇▇▇▇▇▇, Inc., shall result in required prepayments under this subsection in accordance with Schedule 2.07(e), (iv) the Company shall prepay the Revolving Loans in the amount of $15,500,000 concurrently with the consummation of the Flow Sale, and (v) no prepayment shall be required with respect to proceeds of casualty insurance if the Company shall have notified the Agent within 30 days of the casualty that it intends to repair or rebuild the property subject to such casualty, the Company shall have provided the Agent within 90 days of the casualty with a detailed plan (including actual contractor's bids and specifications) for such repair or rebuilding, the Company or affected Subsidiary shall have in good faith proceeded and continue to proceed, diligently with such plan, the Company shall present all invoices for the expenses of such plan prior to making any payments with respect to such plan, and such repair or rebuilding shall have been substantially completed within 120 days of such casualty. Concurrently with each prepayment of the Revolving Loans pursuant to this Section 2.07(e), the Available Commitments shall be permanently reduced by the required amount of such prepayment and, in addition, the Scheduled Commitment Reduction(s) next succeeding the date of such prepayment shall be reduced by the amount of such prepayment; provided, however, that upon the consummation of the Flow Sale, the Commitments shall be reduced to $156,500,000 and no additional adjustment to the Scheduled Commitment Reductions shall be made concurrently with such sale at such time. Notwithstanding the foregoing, if, following the Closing Date, any additional amounts required payments are made to or on behalf of the Company or its Subsidiaries pursuant to Section 3.5the Flow Sale Agreement, the Company shall thereupon immediately prepay the Revolving Loans, and the Available Commitments shall be thereupon permanently reduced, in amounts equal to such payments pursuant to this subsection as if the Company had received Net Proceeds from an asset sale in such amounts. Each such prepayment and reduction of the Available Commitments and Scheduled Commitment Reductions shall be applied to allocated ratably among the Loans of the Revolving Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. The Company shall use its best efforts to notify the Agent and each Revolving Lender of each transaction giving rise to any required prepayment hereunder as soon as practicable and in no event later than ten (10) Business Days before such transaction is consummated. (bf) If for On the Business Day of its receipt by the Company or any reason Subsidiary of the proceeds from the sale or issuance of any equity securities (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeincluding, without limitation, the Borrowers issuance of options, warrants or convertible securities, and the issuance of equity securities upon the exercise or conversion of any such options, warrants or convertible securities) or issuance or incurrence of Indebtedness for borrowed money, the Company shall immediately prepay WC Revolver the Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 100% of the Net Proceeds realized upon such excessreceipt of proceeds; provided, however, that the Borrowers (i) no such prepayment shall not be required with respect to Cash Collateralize the L/issuance or incurrence of the ING Loan on the Closing Date, (ii) no such prepayment shall be required with respect to the issuance of Series C Obligations Preferred Stock pursuant to the Series C Preferred Agreement to the extent the proceeds of such issuance are used to repay in full the outstanding principal balance of the ING Loan on the date of such issuance, (iii) no such prepayment shall be required with respect to the issuance by the Company of stock options to the Company's management, or the exercise of such options, provided the aggregate Net Proceeds received by the Company and its Subsidiaries after the Closing Date with respect to such options does not exceed $1,000,000, no such prepayment shall be required with respect to any cashless exercise or cancellation of stock options, or with respect to any cashless conversion of Series B Preferred Stock, Series B-1 Preferred Stock, or Series C Preferred Stock in any case into common stock, (v) no such prepayment shall be required with respect to the issuance or incurrence of Indebtedness permitted under clause (d) or (e) of Section 8.05 hereof, (vi) no such prepayment shall be required with respect to the issuance of any warrants pursuant to the Warrant Documents, (vii) no such prepayment shall be required with respect to the issuance of Series B-1 Preferred Stock pursuant to the Series B Exchange Agreement and (viii) the Company shall prepay the Revolving Loans an amount equal to the greater of the Bancomer Prepayment Amount and 50% of the Net Proceeds of Bancomer Financing. Concurrently with each prepayment of the Revolving Loans pursuant to this Section 2.4(b2.07(f), the Available Commitments shall be permanently reduced by the required amount of such prepayment and, in addition, the Scheduled Commitment Reduction(s) unless after next succeeding the date of such prepayment in full shall be reduced by the amount of such prepayment. Each such prepayment and reduction of the WC Revolver Loans Available Commitments and Scheduled Commitment Reductions shall be allocated ratably among the Total WC Revolver Outstandings exceed Revolving Lenders in accordance with their respective Pro Rata Shares. The Company shall use its best efforts to notify the Total WC Revolver Commitments then Agent and each Revolving Lender of each transaction giving rise to any required prepayment hereunder as soon as practicable and in effect; no event later than ten (ii10) Business Days before such transaction is consummated. (g) On April 15, 2002 (or such earlier date on which the Total Acquisition Outstandings at any time exceed Company delivers pursuant to Section 7.01(a) its annual financial statements to the Total Acquisition Commitments then in effect Agent with respect to the Borrowers Company fiscal year ending December 31, 2001), the Company shall immediately prepay Acquisition the Revolving Loans in an aggregate amount equal to 70% of Excess Cash Flow for its fiscal year ended December 31, 2001. On the forty-fifth (45th) calendar day immediately following the end of each of the Company's Fiscal Quarters ending on or after March 31, 2002 (or, with respect to any such excess; and (iiiFiscal Quarters, such earlier date on which the Company delivers pursuant Section 7.01(b) its quarterly financial statements to the Total Revolver Outstandings at any time exceed Agent with respect to such Fiscal Quarter), the Total Revolver Commitments then in effect Company shall prepay the Borrowers shall immediately prepay Revolver Revolving Loans in an aggregate amount equal to 70% of Excess Cash Flow for such excessFiscal Quarter ended. Concurrently with each prepayment of the Revolving Loans pursuant to this Section 2.07(g), the Available Commitments shall be permanently reduced by the required amount of such prepayment and, in addition, the Scheduled Commitment Reduction(s) next succeeding the date of such prepayment shall be reduced by the amount of such prepayment. Each such prepayment and reduction of the Available Commitments and Scheduled Commitment Reductions shall be allocated ratably among the Revolving Lenders in accordance with their respective Pro Rata Shares.

Prepayments. (a) The Borrowers Each Borrower may, upon notice to the Administrative Agent, at any time or from time to 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 before 10:00 a.m. (ANew York City time) two Business Days prior to any date of prepayment of Eurodollar for Base Rate Loans and (B) Advances on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; and (ii) any prepayment of upon at least two Business Days’ notice to the Agent for Eurodollar Rate Loans Advances, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such prepayment; provided that each prepayment pursuant to this Section 2.5(a) shall be in a an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If Additionally, if at any date the sum of the aggregate amount of all Revolving Credit Advances owed to any Bank by any Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for any reason all Letters of Credit issued at the request of such Borrower exceeds such Bank’s Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably repay the Revolving Credit Advances owed by such Borrower in a principal amount necessary so that (iafter giving effect to such repayment) the Total WC Revolver Outstandings sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at any time the request of such Borrower does not exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base such Bank’s Revolving Credit Commitment for such Borrower at such timedate. (c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall also pay accrued interest to the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize date of such payment on the L/C Obligations principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of Credit issued at the request of such Borrower and, second to be deposited in an aggregate amount equal to L▇ ▇▇▇▇ Collateral Account in respect of such excess; provided, however, that Borrower. (d) All amounts received by the Borrowers shall not be required to Cash Collateralize the L/C Obligations Agent pursuant to this Section 2.4(b) unless after any Security Document shall be applied first, to reimburse the prepayment Agent for all costs, fees, expenses and other amounts to the extent provided in full such Security Document, second, to ratably pay the principal of and interest of the WC Revolver Loans Revolving Credit Advances and unpaid drawings under Letters of Credit, third to ratably pay all other Obligations, and fourth to be deposited in one or more L▇ ▇▇▇▇ Collateral Accounts to the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at extent any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessLetters of Credit are outstanding.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to 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. (Ax) two in the case of Revolving Credit Loans, 1:00 P.M. three Business Days prior to any date of prepayment or (y) in the case of Eurodollar Rate Loans and (B) Swing Line Loans, 9:30 A.M. on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loansprepayment; and (ii) any prepayment (x) of Eurodollar Rate Revolving Credit Loans shall be in a minimum principal amount of $500,000 the Borrowing Minimum or a whole multiple of $100,000 the Borrowing Multiple in excess thereof; thereof or, if less, the entire principal amount thereof then outstanding and (iiiy) any prepayment of Base Rate Loans or Cost of Funds Rate Swing Line Loans shall be in a minimum principal amount of $500,000 the Borrowing Minimum or a whole multiple of $100,000 the Borrowing Multiple 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, prepayment and the Type(sInterest Period(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. 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 ’s Facility Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their each applicable Lender’s respective Applicable PercentagesFacility Pro Rata Share. (b) If for any reason (i) the Total WC Revolver Outstandings Administrative Agent notifies the Borrower at any time exceed the lesser of (1) that the Total WC Revolver Commitments then in effect and (2) the Borrowing Base Amounts Outstanding at such time, time exceeds the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Revolving Credit Loan Commitments then in effect; (ii) , then, within two Business Days after receipt of such notice, the Total Acquisition Outstandings at any time exceed Borrower shall prepay the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal sufficient to reduce such excess; and (iii) Total Amounts Outstanding as of such date of payment to an amount not to exceed 100% of the Total Revolver Outstandings at any time exceed the Total Revolver Aggregate Revolving Credit Loan Commitments then in effect effect. Prepayments under this Section 2.03(b) shall be allocated first to Swing Line Loans, ratably to the Borrowers Swing Line Lenders according to their respective Applicable Swing Line Loan Percentages, and any excess amount shall immediately prepay Revolver then be allocated to Revolving Credit Loans in an aggregate amount equal comprising part of the same Revolving Credit Loan Borrowing selected by the Borrower, ratably among the Lenders according to such excesstheir respective Applicable Revolving Credit Loan Percentages.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily Borrower may 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. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans Advances LIBOR Advances or Cost of Funds Rate Loans; (ii) Advances in accordance with the terms of the Line of Credit Note. If at any prepayment of Eurodollar Rate Loans shall be in a time, the aggregate principal amount of $500,000 or a whole multiple all Advances under the Line of $100,000 in excess thereof; Credit Note shall exceed the lesser of the Borrowing Base and (iii) any prepayment the Line of Base Rate Loans or Cost of Funds Rate 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 lessCredit, the entire principal amount thereof then outstanding. Each such notice Borrower shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and immediately prepay so much of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowersoutstanding principal balance, 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 together with accrued interest on the amount prepaidportion of principal so prepaid as shall be necessary in order that the unpaid principal balance, together with any additional amounts required pursuant after giving effect to Section 3.5such prepayments, shall not exceed the lesser of the Borrowing Base and the Line of Credit. Each Any such prepayment shall will, at the option of the Bank, be applied first to the Loans payment of all costs and expenses incurred by the Bank and arising out of this Agreement, the Notes or any Related Agreement and which has not been paid or reimbursed to the Bank, then to accrued interest to the date of the Lenders in accordance with their respective Applicable Percentagesprepayment and the remainder to the outstanding principal. (b) Notwithstanding any other provision of this Agreement, (i) if, after the date of this Agreement, the introduction of or any change in any law or regulation (or change in the interpretation thereof by regulatory authorities) applicable to the Bank, shall make it, or (ii) if any central bank or other governmental authority having jurisdiction over the Bank shall assert that it is, unlawful for the Bank to perform its obligations hereunder to make LIBOR Advances to the Borrower or to continue to fund or maintain LIBOR Advances to the Borrower hereunder, then, on notice thereof by the Bank to the Borrower, (A) the obligation of the Bank to the Borrower to make LIBOR Advances shall terminate, and (B) within five (5) Business Days after the Bank gives notice, the Borrower shall prepay in full all such LIBOR Advances then outstanding, which the Bank is prohibited from maintaining or continuing, together with interest accrued thereon, provided, however, the Borrower may elect to convert all outstanding LIBOR Advances to Base Rate Advances. (c) The Borrower may, at its option, prepay any Base Rate Advances, in whole or in part, at any time, without fee or premium. (d) If for at any reason time (i) the Total WC Revolver Outstandings interest rate on the Line of Credit is a fixed rate, and (ii) Bank in its sole discretion should determine that current market conditions can accommodate a prepayment request, Borrower shall have the right at any time exceed and from time to time to prepay the lesser Line of Credit in whole or in part, in minimum increments of $100,000, and Borrower shall pay to Bank a make whole premium in an amount computed as follows: The current rate for United States Treasury securities (1bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the Total WC Revolver Commitments then maturity date of the term chosen pursuant to the Fixed Rate Election as to which the prepayment is made, shall be subtracted from the "cost of funds" component of the fixed rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no make whole premium. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and (2) multiplied by the Borrowing Base at such time, number of days remaining in the Borrowers shall immediately prepay WC Revolver 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 term chosen pursuant to this Section 2.4(b) unless after the Fixed Rate Election as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above-referenced United States Treasury security rate and the number of days remaining in full the term chosen pursuant to the Fixed Rate Election as to which the prepayment is made. The resulting amount shall be the make whole premium due to Bank upon prepayment of the WC Revolver Loans fixed rate loan. Each reference in this paragraph to "Fixed Rate Election" shall mean the Total WC Revolver Outstandings exceed effective election by Borrower pursuant to paragraph 2.2 of this Loan Agreement and the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.Line of Credit Note of a

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans in whole or in part without premium or penaltypenalty (except as provided in Section 2.09); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. three (A3) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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 outstandingprepayment. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersLead Borrower, the Borrowers shall make such prepayment 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 3.53.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Term Loans of the Lenders in accordance with their respective Applicable Percentages, shall be distributed to the Lenders in accordance with their respective Applicable Percentages and shall be applied to the principal repayments thereof in direct order of maturity. (b) [Reserved]. (c) If for any reason (iother than on account of Protective Advances) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeBase, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Term Loans in an aggregate amount equal to such excess; provided that such prepayment shall not be required to the extent the Revolving Agent has implemented a reserve against the Revolving Borrowing Base in the amount of such excess on terms, and pursuant to documentation, acceptable to the Agent.‌ (iiid) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Borrowers shall immediately prepay Revolver the Term Loans to the extent required pursuant to the provisions of Section 6.12 hereof; provided, however, that any such amounts (x) in an aggregate amount equal respect of ABL Priority Collateral first, shall be applied to such excess.the Revolving Obligations until the Revolving Obligations are paid in full, in accordance with the requirements of Section 2.05(g) of the Revolving Credit Agreement and then, second, shall be applied to the Obligations hereunder and‌

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or Term 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. 12:00 noon (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Alternate Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Alternate Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 300,000 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, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage ’s applicable Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 3.5. Each such prepayment shall be applied to the Revolving Loans or the Term Loans, as the case may be, of the Lenders in accordance with their respective Applicable PercentagesRevolving Pro Rata Shares of such Loan. Any voluntary prepayments of the Term Loans shall be made and applied as provided in Section 2.05(i). (b) If for any reason (i) the Total WC Revolver Revolving Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Revolving Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.06(c) unless unless, after the prepayment in full of the WC Revolver Revolving Loans referred to in the preceding clause, the Total WC Revolver Revolving Outstandings exceed the Total WC Revolver Commitments Aggregate Revolving Commitment then in effect; . (iic) Concurrently with the Total Acquisition Outstandings at receipt of Net Cash Proceeds from the issuance by the Borrower or any time exceed of its Subsidiaries of any Indebtedness pursuant to Section 7.03(g), the Total Acquisition Commitments then in effect Borrower shall prepay the Borrowers shall immediately prepay Acquisition Loans in an aggregate principal amount of 100% of such Net Cash Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 2.06(g). (d) Concurrently with the receipt of Net Cash Proceeds from the Disposition by the Borrower or any of its Subsidiaries pursuant to Section 7.05(g), the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such excessNet Cash Proceeds (or, if appropriate, 100% of the Net Cash Proceeds that remain after deducting any amount reinvested by the Borrower or any of its Subsidiaries during the 120-day period described in Section 7.05(g)); provided, however, the Borrower shall not be required to prepay the Loans for any amounts up to $2,000,000 that are released to WaterSecure Holding, Inc., a Delaware corporation and wholly-owned subsidiary of Borrower, from escrow related to the WaterSecure Disposition. Each such mandatory prepayment shall be made and applied as provided in Section 2.06(g). (e) Concurrently with the receipt of Net Equity Proceeds from any Equity Issuance by the Borrower or any of its Subsidiaries other than (a) any Equity Issuance permitted under clauses (a), (b), (d) and (f) of Section 7.16 and (b) other Equity Issuances from which the aggregate Net Equity Proceeds for all such Equity Issuances do not exceed $15,000,000, the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Equity Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 2.06(g). (f) The Borrower shall make mandatory prepayments of the Loans in an amount equal to 100% of the Net Recovery Proceeds of any Recovery Event or Extraordinary Receipt; provided, however, in the event the Borrower or one of its Subsidiaries receives Net Recovery Proceeds on account of a Recovery Event, (A) the Borrower or such Subsidiary may apply such proceeds to the purchase price of replacement property or other property used by the Borrower or its Subsidiaries in its line of business within 180 days of such Recovery Event to the extent required pursuant to Section 7.05(g). Each such mandatory prepayment shall be made and applied as provided in Section 2.06(g). (g) Any mandatory prepayment required pursuant to Section 2.06(c), (d), (e) or (f) and any such mandatory prepayment or voluntary prepayment of Term Loans made pursuant to Section 2.06(a) shall (i) in addition include any additional amounts required pursuant to Section 3.05, (ii) not be subject to any notice and minimum payment provisions, and (iii) be applied first to any Term Loans outstanding, (A) pro rata, in the Total Revolver Outstandings at case of a voluntary prepayment pursuant to Section 2.06(a), to all of the unpaid scheduled installments and (B) in the inverse order of maturity, in the case of any time exceed mandatory prepayment pursuant to Section 2.06(c), (d), (e) or (f), and, second, if no Term Loans are outstanding, then to the Total Revolver Commitments then Revolving Loans, and, third, if the Revolving Loans have been repaid in effect full, to Cash Collateralize the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessL/C Obligations.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, If at any time the aggregate outstanding principal amount of the Loans exceeds the Loan Limit, Borrower shall, within two Business Days after Lender’s written demand, prepay the Loans and/or provide additional Collateral consisting of Cash or Alesco Funding Securities or such other Collateral as may be mutually agreed upon by Borrower and Lender having a Value sufficient to eliminate such excess, provided that if the aggregate outstanding principal amount of the Loans exceeds the Commitment, Borrower shall immediately prepay the Loans by an amount at least equal to such excess. (b) Borrower shall not permit any Utilization Period to exceed one hundred and twenty (120) days. Accordingly Borrower shall prepay all outstanding Loans and all accrued interest thereon on the 120th day of each Utilization Period (such a prepayment herein called a “Cleanup Payment”) and shall not make any borrowing hereunder for four consecutive Business Days following such prepayment. (c) Borrower may at any time and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon prior notice to Lender (i) such which notice must be received by the Administrative Agent not later than Lender prior to 11:00 a.m. (A) two Business Days prior to any date of the prepayment of Eurodollar Rate Loans and (Bdate) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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 specifying the date and amount of such prepayment, prepayment and the Type(s) Type of Loans Loan to be prepaid and whether such prepaid; provided that each prepayment of a Eurodollar Loan being prepaid is on a WC Revolver Loan, day other than the last day of an Acquisition Loan or a Revolver LoanInterest Period shall require the payment of all amounts payable by Borrower pursuant to Section 3.04. 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 Any such notice is given by the Borrowersshall be irrevocable, 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 specified, together with accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of principal shall be in an amount of $500,000 or a whole multiple of $100,000 in excess thereof. (d) Partial prepayments of the Loans shall be applied first to Base Rate Loans and then to Eurodollar Loans in such order as will minimize the amount payable by Borrower pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages3.04. (be) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser Together with each mandatory or optional prepayment of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at principal hereunder, Borrower shall also prepay all interest accrued on such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessprepaid.

Prepayments. (a) The Borrowers mayBorrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth below), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, (i) three (3) Business Days prior thereto, in the case of Term Benchmark Loans, (ii) five (5) Business Days prior thereto, in the case of RFR Loans and (iii) one (1) Business Day prior thereto, in the case of ABR Loans or Daily SOFR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Term Benchmark Loans, RFR Loans, Daily SOFR Loans or ABR Loans; provided, that if a Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.18. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid; provided, that a notice of prepayment of the Revolving Loans in full delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a specified transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, at any time Agent on or from time to 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. (A) two Business Days prior to any date the specified effective date) if such condition is not satisfied. Partial prepayments of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Revolving Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Delayed Draw Term Loans shall be in a an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 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 specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time or from time to 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. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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 which notice shall specify the prepayment date (which shall be a Business Day) and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 the prepayment (which shall be at least $1,000,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the BorrowersAgent, 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 provided that interest on the amount principal prepaid, together with any additional amounts required pursuant accrued to Section 3.5. Each such the prepayment date, shall be applied paid on the prepayment date. The Borrower may prepay Eurodollar Loans on the same condition as for Base Rate Loans and in addition such prepayments of Eurodollar Loans shall be subject to the Loans terms of the Lenders in accordance with their respective Applicable PercentagesSection 5.05. (b) If for If, after giving effect to any reason termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(a) or (ib), the outstanding aggregate principal amount of the Loans exceeds the Aggregate Maximum Credit Amounts, the Borrower shall prepay the Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment. (c) Upon any redetermination of the Total WC Revolver Outstandings at any time exceed the lesser amount of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at in accordance with Section 2.08, if the redetermined Borrowing Base is less than the aggregate outstanding principal amount of the Loans, then within ninety (90) days (or such timeshorter period as hereinafter provided) of receipt of written notice of the redetermined Borrowing Base, the Borrowers Borrower shall immediately prepay WC Revolver the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount equal to such excess; provided, together with interest on the principal amount paid accrued to the date of such prepayment, provided however, that if the Borrowers shall not be required to Cash Collateralize Borrowing Base is less than the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full outstanding principal amount of the WC Revolver Loans following the Total WC Revolver Outstandings exceed first Borrowing Base determination, such required prepayment shall be made on or before thirty 30 days after such first Borrowing Base determination, as applicable, if the Total WC Revolver Commitments then in effect; (ii) amount of the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in required payment equals or exceeds an aggregate amount equal to such excess; 10% of the redetermined Borrowing Base. (d) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of Eurodollar Loans. Prior to the First Borrowing Base Determination Date, all prepayments on the Loans shall reduce the Aggregate Maximum Credit Amounts. Any payments on the Loans made hereunder shall first be applied to reduce the outstanding Loans of the BMO/Soc-Gen Lenders until the outstanding Loans of the BMO/Soc-Gen Lenders have been reduced to zero, and then to reduce the outstanding Loans of the SCI Lenders. (iiie) Except as otherwise provided in Section 2.01(a), any prepayments on the Total Revolver Outstandings at any time exceed Loans may, subject to the Total Revolver Commitments Equity Conversion Agreement, be reborrowed subject to the then effective Aggregate Commitments. (f) Convertible Amounts (as defined in effect the Borrowers Equity Conversion Agreement) can only be prepaid or repaid in cash upon approval of the BMO/Soc-Gen Lenders. (g) Unless otherwise specified in this Section 2.07, all prepayments under this Section 2.07 shall immediately prepay Revolver Loans be allocated among the Lenders by the Agent in an aggregate amount equal to such excessaccordance with the SCI Assignment.

Prepayments. (ai) The Borrowers Borrower may, upon from time to time, by giving notice to the Administrative AgentAgent no later than three Business Days before the date of the prepayment, at any time prepay, without premium or from time to time voluntarily prepay Loans penalty and in whole or in part without premium or penalty; provided that (i) such notice must be received by part, the Administrative Agent not later than 11:00 a.m. principal amount of any Borrowing so long as: (A) two Business Days prior the notice by the Borrower specifies the amount and Borrowing to any date of prepayment of Eurodollar Rate Loans and be prepaid, (B) on the date of each voluntary partial prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall must be in a principal amount of not less than $500,000 1,000,000 or a whole greater integral multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or1,000,000, 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 Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 plus accrued interest on the amount prepaidprepaid to the date of such prepayment, and (C) the Borrower shall pay the Funding Loss, if any, within 5 Business Days following an affected Lender's demand and delivery to the Borrower of the certificate as provided in Section 3.18. Conversions on the last day of Interest Period pursuant to Section 3.10 are not prepayments. (ii) The Borrower shall promptly notify the Administrative Agent upon the receipt of any Net Cash Proceeds of any Asset Disposition or Recovery Event and, at any time that such Net Cash Proceeds received and not previously applied to any prepayment pursuant to this Section 3.2(c)(ii) shall equal or exceed $10,000,000, the Borrower shall prepay Borrowings, together with payment of any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeFunding Losses, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 100% (without duplication) of such excess; providedNet Cash Proceeds. (iii) If at any time, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full sum of the WC Revolver Loans the Total WC Revolver Outstandings aggregate principal amount of Borrowings shall exceed the Total WC Revolver Commitments then total Commitments, the Borrower shall forthwith prepay Borrowings, in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate a principal amount equal to such excess; , together with accrued interest to the date of such prepayment on the principal amount of Borrowings prepaid and any Funding Losses owing in connection therewith. (iiiiv) Prepayments of the Total Revolver Outstandings Borrowings pursuant to this Section 3.2(c) shall be applied, first, to prepay any amounts outstanding under the Other Facility (other than in the case of prepayments pursuant to 3.2(c)(iii)), second, to prepay Base Rate Borrowings, third, to prepay any LIBOR Rate Borrowing that has an Interest Period the last day of which is the same as the date of such requirement prepayment, and, fourth to prepay other LIBOR Rate Borrowings, as selected by the Borrower, or, at any time exceed the Total Revolver Commitments then in effect Borrower's option, to cash collateralize such other LIBOR Rate Borrowings (which cash collateral will be applied on the Borrowers shall immediately last day of the Interest Period of each such LIBOR Rate Borrowing to prepay Revolver Loans in an aggregate amount equal to such excessLIBOR Rate Borrowings).

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to 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. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 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 specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations Table of Contents pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. Prepayments are permitted without penalty. On February 5, 2010, ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ entered into that certain Third Modification to Third Amended and Restated Loan and Security Agreement (a) “Agreement”). This Promissory Note is defined in the Agreement as “Note No. 3”. Unless otherwise defined herein, all words and phrases with their initial letter capitalized shall be afforded the meaning given in the Agreement. The Lender’s records of advances and repayments will be prima facie evidence of the amount owed by the Borrowers may, upon notice to the Administrative AgentLender with respect to this Note, in the absence of manifest error. All payments made upon this Note shall be applied first to the outstanding accrued interest, if any, through the date of payment and the balance, if any, to the principal balance due and owing under this Note. Borrowers and each of them hereby waive any and all suretyship type defenses to payment of this Note. Borrowers agree that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of the Lender’s rights hereunder or under any instrument securing payment of this Note, Borrowers shall pay the Lender its reasonable attorneys’ fees and all court costs and other expenses incurred in connection therewith. It is expressly understood that time is of the essence of this Note, and if the Borrowers shall fail to pay, when due, any amount payable under the provisions of this Note or fail to perform any other obligation to the Lender, or upon the occurrence of an Event of Default under the Agreement such event shall constitute a default hereunder (any of the foregoing being hereinafter referred to as “Default”). Upon Default (i) this Note and all other liabilities together with all accrued but unpaid interest hereon and thereon, at the option of the Lender, and without notice, demand or presentment, or notice of intent to accelerate to the Borrowers or any other person or party, may be declared, and thereupon immediately shall become, due and payable; and (ii) the Lender may exercise, from time to time, any and all other rights, remedies and recourses now or hereafter existing in equity, at law, herein or under the Agreements, any other Loan Documents between Borrowers and Lender, by virtue of statute or otherwise, including but not limited to, all rights and remedies available to it under the Uniform Commercial Code as in effect from time to time voluntarily prepay Loans in whole the State of Oklahoma, and the right to foreclose any and all liens and security interests securing this Note. Notwithstanding anything herein or in part the Agreement to the contrary, this Note and all other liabilities of Borrowers to Lender, at the option of Lender, may be accelerated, without premium notice or penalty; provided demand of any kind in the event Borrowers fail to make when due any payments to Lender as required herein or in the Agreement, At any time additional payments may be made to be credited to principal. Monthly payments shall not be reduced as a result of any prepayments. The invalidity, or unenforceability in particular circumstances, of any provision of this Note shall not extend beyond such provision or circumstances, and no other provision of this instrument shall be affected thereby. Borrowers expressly stipulate and agree that ii is the intent of Borrowers and Lender at all times to comply with applicable state law or applicable United States federal law (ito the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) such notice must and that this section shall control every other covenant and agreement in this Note and the other Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under the Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Note, or if Lender’s exercise of the option to accelerate the maturity of the Note, or if any prepayment by Borrowers result in Borrowers having paid any interest in excess of that permitted by applicable law, then it is Borrowers’ and Lender’s express intent that all excess amounts theretofore collected by ▇▇▇▇▇▇ shall be received credited on the principal balance of the Note (or, if the Note has been or would thereby be paid in full, refunded to Borrowers), and the provisions of the Note and the other Loan Documents immediately shall be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the loan proceeds evidenced by the Administrative Agent Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Note until payment in full so that the rate or amount of interest on account of the Note does not later than 11:00 a.m. (A) two Business Days prior exceed the maximum rate permitted under applicable law from time to time in effect and applicable to the Note for so long as the Note is outstanding. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. This Note, to the extent of the full face amount hereof, evidences indebtedness of Borrowers to Lender. This Note is issued by the Borrowers as part of a commercial transaction and no part of this loan is for a personal use. Borrowers hereby consent to the jurisdiction and/or venue of any state district court or federal district court within the State of Oklahoma, as Lender may elect with respect to any date action involving this Note. Borrowers stipulate and agree that the Lender may, at its sole discretion, assign this Note to any such person it may select, upon such terms and conditions as it may deem appropriate, and that such assignee shall thereafter become the holder of prepayment this Note and shall be entitled to enforce all rights, remedies, and other benefits which shall or may inure to the benefit of Eurodollar Rate Loans the Lender. Borrowers further stipulate, represent and agree that this instrument evidences the valid, enforceable, and binding obligation of the Borrowers to the Lender in accordance with the terms and provisions hereof, without any defense (B) on as of the date of prepayment this Note) to the enforcement thereof, whether denominated as affirmative defense, offset, counterclaim, or otherwise, and whether at Saw or in equity. Borrowers hereby waive all defenses (existing as of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans this Note and/or based upon acts or omissions occurring prior to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such prepayment shall be applied this Note) to the Loans enforcement of the Lenders in accordance with their respective Applicable Percentagesthis Note. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to Administrative Agent of a Notice of Loan Prepayment, at any time or from time to 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. (A) two three Business Days prior to any date of prepayment of Eurodollar Term SOFR Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Daily SOFR Rate Loans; (ii) any prepayment of Eurodollar Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Loans to be prepaid and whether and, if Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 Term SOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each 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) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1A) the Total WC Revolver Aggregate Commitments then in effect and or (2B) Borrowing Base Availability minus Borrowing Base Debt other than the Obligations or (ii) the outstanding Borrowing Base Debt shall at such timeany time exceed Borrowing Base Availability prior to any reductions from Borrowing Base Debt other than Obligations, the Borrowers then Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans either (x) the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; lesser of (ii1) the Total Acquisition Outstandings at any time exceed the Total Acquisition Aggregate Commitments then in effect or (2) Borrowing Base Availability minus Borrowing Base Debt other than the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and Obligations or (iiiy) the Total Revolver Outstandings at outstanding Borrowing Base Debt exceeds Borrowing Base Availability prior to any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessreductions from Borrowing Base Debt other than Obligations.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed 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, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 BorrowersBorrower, the Borrowers 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 3.53.05. 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 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 (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon at least four (4) Business Days notice to the Administrative AgentAgent and the Lenders received by 10:00 A.M. New York time, at any time or from time and subject always to time voluntarily prepay Loans the requirements of Section 8.04(b), prepay, pro rata, the outstanding amount of each A Advance, 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) two Business Days prior part, together, in each case, with accrued interest to any date of prepayment of Eurodollar Rate Loans and (B) on the date of such prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any on the amount prepaid, provided that no such partial prepayment of Eurodollar Rate Loans shall be in a principal amount of less than Twenty Million Dollars ($500,000 or a whole multiple 20,000,000) and integral multiples of One Million Dollars ($100,000 1,000,000) if in excess thereof; and (iii) any prepayment . The outstanding principal balance of Base Rate Loans or Cost A Advances owing each Lender as of Funds Rate Loans December 5, 1995 shall be prepaid in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, full not later than the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount first Interest Payment Date of such prepaymentA Advances falling after December 5, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages1995. (b) The Borrower may not, except as permitted under subsection (d) of this Section 2.06, prepay any B Advance, except that the Borrower shall prepay such amounts when required pursuant to the provisions of this Agreement. (c) If it shall become unlawful for any reason Lender to continue to fund or maintain any Advance or to perform its obligations hereunder, such Lender shall notify the Borrower and the Agent, and such Lender shall use all reasonable efforts to change its lending office so that it can perform its obligations hereunder; provided that such Lender shall not be obligated to change its lending office if in its sole reasonable judgment it would be disadvantageous to do so. If such Lender does not change its lending office because it determines in its sole reasonable judgment that it is disadvantageous to do so or because such change would not render such Advance lawful, then such Lender shall notify the Agent and the Borrower, and shall make an Advance, and the Borrower shall borrow such A Advance, at the Base Rate in an amount equal to the amount of the Advance currently outstanding and made by such Lender to the Borrower if in the sole reasonable judgment of such Lender such A Advance can lawfully be extended at the Base Rate. Simultaneously with making such A Advance at the Base Rate, the Advance then outstanding made available by such Lender to the Borrower shall be repaid by the Borrower. If any Lender makes a Base Rate Advance to the Borrower pursuant to subsection (ic) of this Section 2.06, the Total WC Revolver Outstandings Borrower may prepay such Advance, without penalty, at any time exceed upon five (5) Business Days notice. If despite such Lender's compliance with the lesser preceding provisions of this Section 2.06(c), or if the Borrower shall refuse to borrow an A Advance at the Base Rate as herein provided, and if it shall become unlawful for any Lender to fund or maintain any Advance or perform its obligations hereunder, upon demand by such Lender, the Borrower shall prepay in full the outstanding Advance made by such Lender, with accrued interest thereon and all other amounts payable by the Borrower hereunder, and upon such demand or any notice of prepayment the obligation of such Lender to make any Advance to the Borrower shall terminate. (1d) If at any time the Borrower shall, or may reasonably be expected to, be required to deduct and withhold, or indemnify any Lender with respect to, any Taxes (as defined in Section 2.09) (in each case, as evidenced by an opinion reasonably satisfactory in form and substance to the Agent and the Lenders from independent tax counsel reasonably satisfactory to the Agent and the Lenders) the Total WC Revolver Commitments then in effect Borrower may, upon at least four (4) Business Days notice to the Agent and (2) the Borrowing Base Lenders, prepay at such any time, pro rata, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize outstanding principal amount of each Advance, in whole or in part, together with accrued interest to the L/C Obligations in an aggregate date of prepayment on the amount equal prepaid and all other amounts then payable to such excessthe Lenders by the Borrower; provided, howeverthat if such Taxes relate to payments to fewer than all the Lenders (the "Affected Lenders"), the Borrower may, upon at least four Business Days notice to the Agent and the Affected Lenders, prepay, in whole or in part, pro rata (except as set forth in the following provision), the outstanding principal amount of Advances made by the Affected Lenders, with accrued interest thereon and all other amounts payable to the Affected Lenders by the Borrower (without prepaying any portion of any Advance made by any Lender that is not any Affected Lender); provided further, that if the Borrowers shall not be required rate of Taxes with respect to Cash Collateralize any Affected Lender is higher than with respect to another Affected Lender, the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full Borrower may prepay any portion of the WC Revolver Loans Advance made by the Total WC Revolver Outstandings exceed former Affected Lender without prepaying any portion of the Total WC Revolver Commitments then in effect; Advance made by the latter Affected Lender. The Agent shall give prompt written notice to the Lenders of any prepayments made under this paragraph (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessd).

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to 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. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Federal Funds Rate Loans; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) , the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers Borrower shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iiiii) the Total Revolver Outstandings Outstanding Amount of Federal Funds Rate Loans at any time exceed exceeds $40,000,000, the Total Revolver Commitments then in effect the Borrowers Borrower shall immediately prepay Revolver Federal Funds Rate Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon at least one Business Day's prior notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of the prepayment, at any time or from time to time voluntarily prepay the outstanding principal amount of the Loans in whole or ratably 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) two Business Days prior part, together with accrued interest to any date of prepayment of Eurodollar Rate Loans and (B) on the date of such prepayment of Base Rate on the principal amount prepaid; PROVIDED, HOWEVER, that any such prepayment shall be applied first to the Swing Loans or Cost of Funds Rate Loansoutstanding and then to the Revolving Credit Loans outstanding; (ii) any and PROVIDED FURTHER that each partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate the Loans or Cost of Funds Rate 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, the Type(s) of Loans specified to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 become due and payable on the date specified thereinfor such prepayment. Any prepayment The notice requirement in this SECTION 2.6(a) shall not apply to any application of a Eurodollar Rate Loan available funds pursuant to SECTION 2.6(c). (i) Upon receipt by the Borrower or any Subsidiary of the Borrower of Asset Sale Proceeds, the Borrower shall be accompanied by all accrued interest on forthwith prepay, in an amount equal to such Asset Sale Proceeds, the amount prepaidSwing Loans outstanding and, if no Swing Loans are outstanding (determined after the foregoing application), the Revolving Credit Loans outstanding, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied accrued and unpaid interest due and payable to the Loans date of the Lenders in accordance with their respective Applicable Percentagessuch prepayment. (bii) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1A) the Total WC Revolver sum of the aggregate principal amount of the outstanding Swing Loans, Revolving Credit Loans and Letter of Credit Obligations exceeds the Commitments then in effect and at such time or (2B) the a Borrowing Base at such timeDeficiency exists, the Borrowers Borrower shall immediately forthwith prepay WC Revolver the Swing Loans and/or Cash Collateralize the L/C Obligations then outstanding in an aggregate amount equal to such excess; provided, howevertogether with accrued and unpaid interest thereon, and, if there are no Swing Loans outstanding or if such prepayment does not eliminate such excess, the Revolving Credit Loans then outstanding to the extent necessary to eliminate such excess, together with accrued and unpaid interest thereon, and if no Revolving Credit Loans are then outstanding, the Borrower shall forthwith cash collateralize such excess by paying to the Agent immediately available funds in the amount of such excess, which funds shall be held by the Agent as cash collateral on terms satisfactory to the Agent as long as and to the extent such excess exists. (c) The Borrower agrees that all available funds in the Borrowers Cash Collateral Account shall not be required applied (i) FIRST, to Cash Collateralize accrued and unpaid interest on the L/C Obligations pursuant Loans to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments extent then in effect; due and payable, (ii) NEXT, pro rata, to the Total Acquisition Outstandings at amount of the Swing Loans and any time exceed the Total Acquisition Commitments Reimbursement Obligations then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and outstanding, (iii) NEXT, to the Total Revolver Outstandings at outstanding principal amount of the Revolving Credit Loans and Loans deemed to be made by the Lenders pursuant to SECTION 2.16(m) and (iv) LAST, to any time exceed other Obligations then due and payable, then on any Business Day that any funds are on deposit in the Total Revolver Commitments then Cash Collateral Account and no Default or Event of Default has occurred, the Borrower may direct the Agent to disburse such funds to the Borrower's disbursement account. The Borrower shall utilize funds on deposit in effect the Borrowers shall immediately prepay Revolver Cash Collateral Account that are available to it pursuant to the terms hereof prior to requesting Loans in an aggregate amount equal to such excessbe made hereunder.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to 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. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon at least three Business Days prior written notice to Lender stating the Administrative Agentproposed date and aggregate principal amount of the prepayment, at prepay the outstanding principal amount of any time or from time to time voluntarily prepay Loans Advances in whole or in part part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penaltypenalty other than any Consequential Loss; provided provided, however, that (i) such in the case of a prepayment of a Prime Advance, the notice must of prepayment may be received given by the Administrative Agent not later than telephone by 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment. Each partial prepayment shall, in the case of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall LIBOR Advances, be in a an aggregate principal amount of not less than $500,000 50,000 or a whole an integral multiple of $100,000 50,000 in excess thereof and, in the case of Prime Advances, be in an aggregate principal amount of not less than $50,000 or an integral multiple of $10,000 in excess thereof; and (iii) any . No prepayment of Base Rate Loans or Cost the Facility B Advance can reduce the outstanding principal of Funds Rate Loans shall be in a the Facility B Advance to less than $50,000 unless the entire outstanding principal of the Facility B Advance is prepaid. If any notice of prepayment is given, the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orstated therein, in each casetogether with accrued interest on the amount prepaid and the amount, if lessany, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepaymentdue under Section 2.14, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each in such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesnotice. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the aggregate principal of outstanding Facility A Advances exceeds the lesser of (1a) the Total WC Revolver Commitments then in effect Facility A Commitment and (2b) the Borrowing Base at such timeBase, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize Facility A Advances then outstanding in the L/C Obligations in an aggregate amount equal to such excess; provided, however, that together with accrued interest to the Borrowers shall not be required to Cash Collateralize date of such prepayment on the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings principal amount prepaid without premium or penalty other than any Consequential Loss. If at any time exceed the Total Acquisition Commitments then in effect aggregate principal of outstanding Facility B Advances exceeds the Borrowers Facility B Commitment, Borrower shall immediately prepay Acquisition Loans the Facility B Advance then outstanding in an the aggregate amount equal to such excess; , together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss. (c) Unless otherwise specified by Borrower, any prepayment of Advances pursuant to this Section 2.5 shall be applied first to Prime Advances, if any, then outstanding, and second to LIBOR Advances with the shortest remaining Interest Periods outstanding. (iiid) No prepayments of Facility A Advances made solely pursuant to this Section 2.5 shall cause the Total Revolver Outstandings at any time exceed Facility A Commitment to be reduced. (e) Any prepayments of the Total Revolver Commitments then in effect Facility B Advance made solely pursuant to this Section 2.5 shall cause the Borrowers shall immediately prepay Revolver Loans in an aggregate Facility B Commitment to be reduced by the amount equal to of such excessprepayment.

Prepayments. (a) The Borrowers Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty except as provided in Section 2.06(a) hereof; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate any Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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 outstandingoutstanding or such lesser amount as is acceptable to the Agent. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 , except that, to the extent delivered in connection with a full or partial refinancing of a Eurodollar Rate Loan the Obligations, such notice shall not be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5irrevocable until such refinancing is closed and funded. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for In connection with any reason Disposition of any Intellectual Property of the Borrower or its Subsidiaries, the Borrower shall prepay the Loans in an amount equal to the difference between (i) 100% of the Total WC Revolver Outstandings at any time exceed orderly liquidation value of such Intellectual Property as determined by the most recent appraisal of such Intellectual Property undertaken by the Agent or received from the First Lien Agent pursuant to Section 6.10(b) with respect thereto minus (ii) the lesser of (1x) fifty (50%) of the orderly liquidation value of such Intellectual Property as determined by the most recent appraisal of such Intellectual Property undertaken by the Agent or received by the Agent form the First Lien Agent pursuant to Section 6.10(b) with respect thereto; or (y) the Total WC Revolver Commitments then amount paid to the First Lien Agent in effect connection with such Disposition pursuant to Section 2.03(b) of the First Lien Credit Agreement. (c) In connection with any Disposition of any assets of the Borrower or its Subsidiaries (other than Intellectual Property and assets constituting Inventory or accounts receivable disposed of in connection with a wind-down of acquired assets (2) including in connection with the Borrowing Base at such timeHeelys Acquisition)), the Borrowers Borrower shall immediately prepay WC Revolver the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to the difference between (i) 100% of the Net Proceeds from the Disposition of such excess; providedassets minus (ii) the amount paid to the First Lien Agent in connection with such Disposition pursuant to Section 2.03(b) of the First Lien Credit Agreement. (d) Subject to the First Lien Intercreditor Agreement, however, that the Borrowers Borrower shall not be prepay the Loans to the extent required pursuant to Cash Collateralize the L/C Obligations provisions of Section 6.12 hereof. (e) In the event the First Lien Agent waives (i) any prepayments required pursuant to Section 2.03 of the First Lien Credit Agreement or (ii) any repayment required pursuant to Section 2.04 of the First Lien Credit Agreement then the Borrower shall prepay the Loans in the amount of such payment waived by the First Lien Agent. (f) Prepayments made pursuant to this Section 2.4(b) unless after 2.03 shall be applied to the prepayment remaining scheduled installments of principal due in full respect of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessinverse order of maturity.

Prepayments. (ai) The Borrowers Borrower may, upon notice to the Administrative Paying Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Paying Agent not later than 11:00 a.m. a.m. (A1) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; and (iiB) any prepayment of Eurodollar Rate Loans of either Type shall be in a principal amount of $500,000 10,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire then aggregate outstanding principal amount thereof then outstanding. of the Loans of such Type. (ii) Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Paying Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage ’s pro rata share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. . (iii) Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Commitment Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or and, if no Loans are outstanding, Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans Loans, the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in 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) two three Business Days prior to any date of prepayment of Eurodollar LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar LIBO Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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 outstandingnot have any minimum amount. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether and, if LIBO Rate Loans, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersLead 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 Eurodollar LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. All payments pursuant to this Section 2.05(a) shall first be applied to Tranche A Loan, and upon payment of the Tranche A Loans in full, shall be applied next to the Tranche A-1 Loans. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (i) the Total WC Revolver Tranche A Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments Tranche A Loan Cap as then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal necessary to eliminate such excess; providedexcess and which shall be applied, however(i) first, that to the Borrowers shall not be required Swing Line Loans, (ii) second, if there remains any excess after the payment made under clause (i), ratably to the outstanding Tranche A Loans, and (iii) third, if there remains any excess after the payments made under clauses (i) and (ii), to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(bObligations. (d) unless after If for any reason the prepayment in full aggregate Outstanding Amount of the WC Revolver Tranche A-1 Loans of the Total WC Revolver Outstandings exceed Tranche A-1 Lenders at any time exceeds the Total WC Revolver Commitments Tranche A-1 Loan Cap as then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect , the Borrowers shall shall, after making any payments required pursuant to Section 2.05(c), immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Tranche A-1 Loans in an aggregate amount equal to such excess. (e) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall prepay the Loans, and if an Event of Default has occurred and is continuing, Cash Collateralize the L/C Obligations with proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section 6.13 hereof.16 (f) Irrespective of whether a Cash Dominion Event then exists and is continuing, the Borrowers shall prepay the Loans and if an Event of Default has occurred and is continuing, Cash Collateralize the L/C Obligations, in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event.17 (g) Prepayments made pursuant to Sections (e) and (f) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Tranche A Loans, third, ratably to the outstanding Tranche A-1 Loans, fourth, to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining 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 Tranche A Lenders, as applicable.

Prepayments. (a) The Borrowers mayBorrower may from time to time prepay, without penalty or premium, all outstanding ABR Advances, or, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding ABR Advances upon one Business Day’s prior notice to the Administrative Agent. The Borrower may from time to time pay, upon two Business Days’ prior notice to the Administrative Agent, at subject to the payment of any time funding indemnification amounts required by Section 3.6 but without penalty or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that premium, (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date all of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans a Term SOFR Advance, or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (and provided such payment would not reduce the outstanding principal amount of such Term SOFR Advance to less than $500,000 or a whole multiple of $100,000 in excess thereof; and (iii5,000,000) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 portion 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesTerm SOFR Advance. (b) If If, on any date, Borrowing Base Debt exceeds the Borrowing Base, the Borrower shall, no later than one Business Day after such date (unless, for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser avoidance of (1) the Total WC Revolver Commitments then in effect and (2) doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Borrowing Base at on such timeBusiness Day), the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Letter of Credit Obligations in an aggregate amount accordance with this Section 2.6(b) such that (i) Borrowing Base Debt is equal to such excess; provided, however, that or less than the Borrowers shall not Borrowing Base or (ii) all Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be required to Cash Collateralize the L/C Obligations applied in connection with prepayments made pursuant to this Section 2.4(b) unless after 2.6 shall be applied, first, to the prepayment of Loans, and second, if the aggregate principal amount of Loans then outstanding is less than the amount of such prepayments because Letter of Credit Obligations constitute a portion thereof, the Administrative Agent shall deposit the balance of such prepayments in full a cash collateral account established with the Administrative Agent for the benefit of the WC Revolver Lenders on terms and conditions reasonably satisfactory to the Administrative Agent to Cash Collateralize Letter of Credit Obligations. The application of any prepayment of Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (iipursuant to this Section 2.6(b) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition be made, first, to ABR Loans in an aggregate amount equal and, second, to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessTerm SOFR Loans.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily on any Business Day, upon at least one Business Day's notice to the Funds Administrator stating the proposed date and aggregate principal amount thereof, and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Prime Rate Loans comprising part of the same Borrowing in whole or ratably in part without premium or penaltypart; provided provided, that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of partial prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar such Prime Rate Loans shall be in a an aggregate principal amount of not less than $500,000 100,000. The Borrower may from time to time upon at least three Business Days' notice to the Funds Administrator stating the proposed date and the aggregate principal amount thereof, and if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Fixed Rate Loans comprising part of the same Borrowing in whole or a whole multiple of $100,000 ratably in excess thereofpart; and (iii) provided, that any partial prepayment of Base Rate Loans or Cost of Funds such Fixed Rate Loans shall be in a an aggregate principal amount of not less than $500,000 2,000,000 or a whole an integral multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, thereof. The Borrower may apply any optional prepayment of the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and portions of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by Loans as 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesBorrower may elect. (b) If for any reason (i) The Borrower shall from time to time prepay the Total WC Revolver Outstandings Loans comprising part of the same Borrowing in such amounts as shall be necessary so that at any time exceed all times the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers of Loans outstanding shall not be in excess of the Total Commitment. Any prepayment required to Cash Collateralize by this Section 2.07(b) shall be due on the L/C Obligations date such prepayment accrues pursuant to this the preceding sentence. (c) Each prepayment of Fixed Rate Loans shall be accompanied by a prepayment of accrued interest to the date of such prepayment on the principal amount prepaid. In the event of any prepayment of a Fixed Rate Loan, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess2.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, applicable Borrower may at any time or and from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent a Minimum Amount after delivering an irrevocable Requisite Notice not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanRequisite Time for prepayments. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, thereof and of the amount of such Lender's Applicable Percentage Pro Rata Share of such prepayment. If Each prepayment by a Borrower must be made ratably to all outstanding Committed Loans of 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 Borrower borrowed 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagessame day. (b) If for any reason either (i) the Total WC Revolver Outstandings sum of (A) the aggregate LC Exposure of all Lenders, (B) the aggregate principal amount of all Dollar Loans made by all Lenders, (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made 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 exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; or (ii) the Total Acquisition Outstandings at any time exceed Equivalent Amount of the Total Acquisition Commitments aggregate principal amount of all Foreign Currency Loans made by the Lenders exceeds the Foreign Currency Limit, then in effect upon written request of the Borrowers Administrative Agent the Company shall immediately prepay Acquisition Loans in an aggregate amount equal or cause one or more Foreign Borrowers to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Committed Loans sufficient to cure such overage. (c) Any prepayment of an IBOR Loan shall be accompanied by all accrued interest thereon, together with the costs set forth in an aggregate amount equal Section 3.05. (d) Competitive Loans may not be prepaid unless (i) expressly so provided in the Competitive Bid Request and Competitive Bid for such Competitive Loan or (ii) otherwise agreed by the Company and the Lender making such Competitive Loan after notice to the Administrative Agent. (e) The Company may from time to time elect to prepay pursuant to the Guaranty all or part of any Foreign Currency Loan of a Foreign Borrower and such excessprepayment by the Company shall be made in the manner and subject to the terms that a prepayment would be made by the Foreign Borrower under this Agreement.

Prepayments. (a) The Borrowers Borrower may, upon irrevocable notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent Lender not later than 11:00 a.m. (A) two three (3) Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each casethe case of either (ii) or (iii) above, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loanand, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeif LIBOR Rate Loans, and of the amount Interest Period(s) of such Lender's Applicable Percentage of such prepaymentLoans. If such notice is given by the BorrowersBorrower, the Borrowers 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 LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages3.05. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments Loan Cap as then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver the Loans and/or and L/C Borrowings and Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments Loan Cap as then in effect; . (iic) The Borrower shall prepay the Total Acquisition Outstandings at any time exceed Loans and, after the Total Acquisition Commitments then in effect occurrence and during the Borrowers continuance of an Event of Default or to the extent required by the provisions of Section 2.05(c), Cash Collateralize the L/C Obligations to the extent required pursuant to the provisions of Section 6.12 hereof. (d) The Borrower shall immediately prepay Acquisition the Loans (including L/C Borrowings) and, after the occurrence and during the continuance of an Event of Default or to the extent required by the provisions of Section 2.05(c), Cash Collateralize the other L/C Obligations in an aggregate amount equal to such excess; the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (e) Prepayments made pursuant to Section 2.04(b), (c) and (iiid) above, first, shall be applied ratably to the Total Revolver Outstandings L/C Borrowings, second, shall be applied ratably to the outstanding Committed Loans, third, after the occurrence and during the continuance of an Event of Default, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations (to the extent required hereunder) in full shall be deposited by the Lender in a deposit account of the Borrower and may be utilized by the Borrower in the ordinary course of its business to the extent otherwise permitted hereunder. Upon the drawing of any time exceed Letter of Credit that has been Cash Collateralized, the Total Revolver Commitments funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lender, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations, as and to the extent such other Obligations shall then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessbe due and payable.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 3.53.05. 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 $250,000. 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 (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon on the same Business Day's notice to the Administrative Agent, if such notice is made by 11:00 a.m. (New York, New York time) on such Business Day, prepay any Group of Adjusted Base Rate Loans, in whole at any time time, or from time to time voluntarily prepay Loans in whole or in part without premium in amounts aggregating Ten Million Dollars ($10,000,000) or penalty; provided that any larger multiple of One Million Dollars (i) such notice must $1,000,000), by paying the principal amount to be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior prepaid together with accrued interest thereon to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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 outstandingprepayment. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such optional prepayment shall be applied to prepay ratably the Loans of the Lenders several Banks included in accordance such Group or Borrowing. The Borrower may, upon at least two (2) Business Days' notice to the Administrative Agent, prepay any Eurodollar Loan as of the last day of the Interest Period applicable thereto. Except as provided in Article X and except with their respective Applicable Percentages. respect to any Eurodollar Loan which has been converted to an Adjusted Base Rate Loan pursuant to Section 10.2, 10.3 or 10.4, the Borrower may not prepay all or any portion of the principal amount of any Eurodollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.10. Any such prepayment shall be upon at least two (b2) If Business Days' notice to the Administrative Agent (the "Prepayment Notice"). Each such optional prepayment shall be in the amounts set forth in Section 2.8(a) and shall be applied to prepay ratably the Loans of the Banks included in any Group of Eurodollar Loans, as designated in the applicable Prepayment Notice, except that any Eurodollar Loan which has been converted to an Adjusted Base Rate Loan pursuant to Section 10.2, 10.3 or 10.4 may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. If, at any time, Net Proceeds are received from any source and in any amount, then, simultaneously therewith (or as soon thereafter as is reasonably practicable but not, in any event, more than two (2) Business Days), Borrower shall repay the outstanding Obligations with such Net Proceeds in an amount equal to the lesser of (x) the aggregate Net Proceeds and (y) the outstanding Obligations. Net Proceeds shall be payable as and when the Net Proceeds derived from one or more transactions equal or exceed an aggregate amount of $10,000,000. Borrower shall be permitted to designate which Loans, if any, are to be repaid with any such Net Proceeds. Borrower shall deliver notice if required and to the extent provided for any reason in the definition of "Net Proceeds" set forth in Section 1.1 herein. Borrower shall repay the Loans in full upon the earlier of (i) the Total WC Revolver Outstandings Maturity Date and (ii) an Event of Default as set forth in Article VIII herein. The Borrower may at any time exceed and from time to time cancel all or any part of the lesser Commitments by the delivery to the Administrative Agent of (1a notice of cancellation within the applicable time periods set forth in Sections 2.9(a) the Total WC Revolver Commitments then in effect and (2b), whereupon, in such event, Borrower shall prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Section 2.9(a) and (b), Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. In the Borrowing Base at such timeevent Borrower receives Net Proceeds prior to the Closing Date, the Borrowers Commitments shall immediately prepay WC Revolver Loans and/or Cash Collateralize be reduced and canceled by the L/C Obligations in an aggregate amount equal of such Net Proceeds, whereupon, all or such portion of the Commitments, as applicable, shall terminate as to such excess; providedthe Banks, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pro rata. Any amounts so prepaid pursuant to this Section 2.4(b) unless after 2.8 may not be reborrowed. In the prepayment in full event Borrower elects to cancel all or any portion of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal pursuant to this Section 2.8, such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessamounts may not be reborrowed.

Prepayments. (a) The Borrowers may, Borrower may prepay the Base Rate Loans upon not less than one (1) Business Days' prior notice to the Administrative AgentAgent (which shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at any time least $1,000,000 or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (ithe remaining aggregate principal balance outstanding on the Notes) such notice must and shall be received irrevocable and effective only upon receipt by the Administrative Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Loans which are Eurodollar Loans upon not less than two (2) Business Days' prior notice to the Administrative Agent not later than 11:00 a.m. (which shall promptly notify the Lenders) and otherwise on the same condition as for Base Rate Loans and in addition such prepayments of Eurodollar Loans shall be subject to the terms of Section 5.05 and, for each Eurodollar Loan, shall be in an amount equal to all of such Eurodollar Loans for the Interest Period prepaid; provided that, (A) two Business Days all such voluntary prepayments of Swing Line Loans shall require prior telephonic notice to any date the Swing Line Lender on or before 11:00 a.m. New York City time on the day of such prepayment of Eurodollar Rate Loans (such notice to be confirmed in writing within 24 hours thereafter); and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans all such voluntary partial prepayments shall be in a principal an aggregate minimum amount of $500,000 or a 200,000 and any whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for On each date the outstanding aggregate principal amount of the Revolving Loans and Swing Line Loans exceeds the Aggregate Commitments (including, without limitation, as a result of any reason (i) termination or reduction of the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timepursuant to Section 2.03(b)), the Borrowers Borrower shall immediately prepay WC Revolver the Revolving Loans and/or Cash Collateralize the L/C Obligations or Swing Line Loans (or both) on such date in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such excess; provided, however, that the Borrowers shall not be prepayment. (c) Prepayments permitted or required to Cash Collateralize the L/C Obligations pursuant to under this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers 2.07 shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.be without premium or penalty, except as required under Section 5.05

Prepayments. (a) The Borrowers Borrower may, upon at least one Business Day's prior notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of the prepayment, at any time or from time to time voluntarily prepay the outstanding principal amount of the Loans in whole or ratably 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) two Business Days prior part, together with accrued interest to any date of prepayment of Eurodollar Rate Loans and (B) on the date of such prepayment of Base Rate on the principal amount prepaid; PROVIDED, HOWEVER, that any such prepayment shall be applied first to the Swing Loans or Cost of Funds Rate Loansoutstanding, and then to the Revolving Credit Loans outstanding; (ii) any and, PROVIDED, FURTHER, that each partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate the Loans or Cost of Funds Rate 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, the Type(s) of Loans specified to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 become due and payable on the date specified thereinfor such prepayment. Any prepayment The notice requirement in this Section 2.6(a) shall not apply to any application of a Eurodollar Rate Loan available funds pursuant to Section 2.6(c). (i) Upon receipt by the Borrower or any Subsidiary of the Borrower of Asset Sale Proceeds or EBWVA Sale Proceeds, the Borrower shall be accompanied by all accrued interest on forthwith prepay, in an amount equal to such Asset Sale Proceeds or EBWVA Sale Proceeds, as the amount prepaidcase may be, the Swing Loans outstanding, and if no Swing Loans are outstanding (determined after the foregoing application), the Revolving Credit Loans, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied accrued interest to the Loans date of the Lenders in accordance with their respective Applicable Percentagessuch prepayment. (bii) If for any reason (i) the Total WC Revolver Outstandings If, at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers sum of the aggregate principal amount of the outstanding Swing Loans, Revolving Credit Loans and Letter of Credit Obligations exceeds either the Commitments at such time or a Borrowing Base Deficiency exists, the Borrower shall immediately forthwith prepay WC Revolver the Swing Loans and/or Cash Collateralize the L/C Obligations then outstanding in an aggregate amount equal to such excess; provided, howevertogether with accrued interest thereon, and if there are no Swing Loans outstanding or if such prepayment does not eliminate such excess, the Revolving Credit Loans then outstanding to the extent necessary to eliminate such excess, together with accrued interest thereon, and if no Revolving Credit Loans are then outstanding, the Borrower shall forthwith cash collateralize such excess by paying to the Agent immediately available funds in the amount of such excess, which funds shall be held by the Agent as cash collateral on terms satisfactory to the Agent as long as and to the extent such excess exists. (c) The Borrower agrees that all available funds in the Borrowers Cash Collateral Account shall not be required applied first to Cash Collateralize accrued and unpaid interest on the L/C Loans to the extent then due and payable, next, PRO RATA, to the amount of the Swing Loans and any Reimbursement Obligations then outstanding, next to the outstanding principal amount of the Revolving Credit Loans and Loans deemed to be made by the Lenders pursuant to this Section 2.4(b) unless after 2.16(m), and next to any other Obligations then due and payable, then on any Business Day that any funds are on deposit in the prepayment Cash Collateral Account and no Default or Event of Default has occurred, the Borrower may direct the Agent to disburse such funds to the Borrower's disbursement account. The Borrower shall utilize funds on deposit in full of the WC Revolver Cash Collateral Account that are available to it pursuant to the terms hereof prior to requesting Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessbe made hereunder.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Term SOFR Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Term SOFR Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; , and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed 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, prepayment and the Type(s) of Committed Loans to be prepaid and whether prepaid; provided that, a notice of prepayment of all or any part of the outstanding Committed Loans may state that such Loan being prepaid notice is a WC Revolver Loanconditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, an Acquisition Loan in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or a Revolver Loanprior to the specified effective date) if such condition is not satisfied. 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 L▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers 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 Term SOFR Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro 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 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 (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Loans Loans, the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Borrower Representative to the Administrative Agent, at any time or from time to 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. (A) two three Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans denominated in Dollars, and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 250,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Loans to be prepaid and whether and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower Representative, the Borrowers shall jointly and severally 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 LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings Administrative Agent notifies the Borrower Representative at any time exceed the lesser of (1) that the Total WC Revolver Outstandings at such time exceed an amount equal to the Aggregate Commitments then in effect and (2) the Borrowing Base at effect, then, immediately after receipt of such timenotice, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition and Swingline Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount least equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to No portion of the Administrative Agent, LIBOR Based Rate Loans may be prepaid at any time or unless Borrowers first satisfy in full all obligations under Section 2.12 below arising from such prepayment. (b) Term Loan Based Rate Loans may be prepaid at any time and from time to time voluntarily prepay Loans time, upon one (1) Business Days' notice to Agent, 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) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) Borrowers shall, on the date of prepayment the receipt of Base Rate Loans or Cost of Funds Rate Loans; Cash Proceeds from any Offering, prepay Term Loan A in an amount equal to the Net Proceeds thereof. (ii) Borrowers shall, on the date of the receipt of any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 Net Proceeds in excess thereof; and of One Million Dollars ($1,000,000.00) in the aggregate in any fiscal year from any Asset Sale, or series of Asset Sales (except for an Asset Sale with respect to the Hagerstown Facility), prepay Term Loan A in an amount equal to such excess. Any such Net Proceeds received after Term Loan A has been paid in full shall then be used to prepay Term Loan B. (iii) Borrowers shall, on the date of the receipt of Cash Proceeds from an Asset Sale of the Hagerstown Facility (or any portion thereof), prepay Term Loan B in an amount equal to the Net Proceeds thereof. (A) Borrowers shall prepay Term Loan A, on an annual basis, in an amount equal to seventy five (75%) percent of Borrowers' Net Free Cash Flow for the immediately preceding fiscal year calculated as of the last day of such preceding fiscal year; provided that, effective with the fiscal year beginning on the earlier of (1) January 1, 1999 or (2) the year in which the principal balance of Term Loan A has been reduced to Four Million Dollars ($4,000,000.00), such annual prepayment of Base Rate Loans or Cost of Funds Rate 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, the Type(sreduced to fifty percent (50%) of Loans to Borrower's Net Free Cash Flow. (B) Prepayments under this Section 2.10(c)(iv) shall be prepaid and whether such Loan being prepaid due in the fiscal year immediately succeeding the year for which the calculation of Net Free Cash Flow is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of based as follows: (1) If the amount of such Lender's Applicable Percentage the prepayment is less than or equal to One Million Five Hundred Thousand Dollars ($1,500,000.00) then the prepayment shall be paid on April 1. (2) If the amount of such prepayment. If such notice the prepayment is given by greater than One Million Five Hundred Thousand Dollars ($1,500,000.00) but less than or equal to Three Million Dollars ($3,000,000.00), then One Million Five Hundred Thousand Dollars ($1,500,000.00) of the Borrowers, the Borrowers prepayment shall make such prepayment be paid on April 1 and the payment balance on August 1. (3) If the amount specified in such notice of the prepayment is greater than Three Million dollars ($3,000,000.00), then fifty percent (50%) of the prepayment shall be due paid on April 1 and payable the balance on August 1. (d) All prepayments of every kind on account of either of 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 3.5. Each such prepayment Term Loans shall be applied to the Loans principal balance thereof in the inverse order of the Lenders in accordance with their respective Applicable Percentagesmaturity. (be) If for any reason (iSubject to Sections 2.10(c) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timed), the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full all prepayments on account of either of the WC Revolver Term Loans shall be applied as directed by Borrowers but, if no direction is given, first to the Total WC Revolver Outstandings exceed principal balance of Base Rate Loans and then to the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition principal balance of LIBOR Based Rate Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessinverse order of maturity.

Prepayments. (a) The Borrowers Borrower may, upon notice to in its discretion, prepay the Administrative Agent, Loans and the Bond in whole at any time or from time to time voluntarily by paying both the applicable Prepayment Amount and the applicable Taxable Prepayment Amount. (b) Borrower shall prepay the Loans and the Bond in whole or in part without at any time pursuant to Sections 9.01 and 9.02 of this Agreement and of the Taxable Loan Agreement by paying both the applicable Prepayment Amount and the applicable Taxable Prepayment Amount. (c) Borrower shall prepay the Loans and the Bond in full immediately upon demand of Lender after the occurrence of an Event of Default by paying both the applicable Prepayment Amount and the applicable Taxable Prepayment Amount. A portion of such prepayment may be made with funds remaining in the Escrow Fund pursuant to the Escrow Agreement. (d) Borrower shall prepay the Loan and the Bond in full immediately upon demand of Lender after the occurrence of a Determination of Taxability by paying the applicable Prepayment Amount plus an amount necessary to supplement the prior Loan Payments to the Gross-Up Rate. (e) The amounts due hereunder shall be repaid, and the amounts due under the Bond shall be paid, in part with funds remaining in the Escrow Fund upon termination of the Escrow Agreement as provided in Section 2.03 of the Escrow Agreement and, if less than 80% of the amount deposited in the Escrow Fund has been disbursed pursuant to the Escrow Agreement, together with a prepayment premium or penalty; provided that calculated at the percentage used to determine the Prepayment Amount at the date of such prepayment. (f) Borrower shall prepay the Loans in part pursuant to Section 2.08 hereof. Upon any prepayment in part of the Loans, the prepayment shall be applied to (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to Loan Payments and any date of prepayment of Eurodollar Rate Loans other amounts due hereunder and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) the loan payments due under the Taxable Loan Agreement and any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orother amounts due thereunder, 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 Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such as determined by 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 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver 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 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (ai) The Borrowers Borrower may, upon from time to time, by giving notice to the Administrative AgentAgent no later than three Business Days before the date of the prepayment, at any time prepay, without premium or from time to time voluntarily prepay Loans penalty and in whole or in part without premium or penalty; provided that (i) such notice must be received by part, the Administrative Agent not later than 11:00 a.m. principal amount of any Borrowing so long as: (A) two Business Days prior the notice by the Borrower specifies the amount and Borrowing to any date of prepayment of Eurodollar Rate Loans and be prepaid, (B) on the date of each voluntary partial prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall must be in a principal amount of not less than $500,000 1,000,000 or a whole greater integral multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or1,000,000, 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 Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 plus accrued interest on the amount prepaidprepaid to the date of such prepayment, and (C) the Borrower shall pay the Funding Loss, if any, within 5 Business Days following an affected Lender's demand and delivery to the Borrower of the certificate as provided in Section 3.18. Conversions on the last day of Interest Period pursuant to Section 3.10 are not prepayments. (ii) The Borrower shall promptly notify the Administrative Agent upon the receipt of any Net Cash Proceeds of any Asset Disposition or Recovery Event and, at any time that such Net Cash Proceeds received and not previously applied to any prepayment pursuant to this Section 3.2(c)(ii) shall equal or exceed $10,000,000, the Borrower shall prepay Borrowings, together with payment of any additional amounts required Funding Losses, and/or deposit funds in the Cash Collateral Account in respect of LC Outstandings pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time12.1(d), the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations as applicable, in an aggregate amount equal to 100% (without duplication) of such excess; providedNet Cash Proceeds. (iii) If at any time, howeverthe sum of the aggregate principal amount of Borrowings outstanding plus LC Outstandings shall exceed the total Commitments, that the Borrowers Borrower shall not be required forthwith prepay Borrowings, and, to the extent provided for by this Section 3.2(c)(iii), deposit funds in the Cash Collateralize the L/C Obligations Collateral Account in respect of LC Outstandings pursuant to this Section 2.4(b) unless after the prepayment 12.1(d), in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate a principal amount equal to such excess; , together with accrued interest to the date of such prepayment on the principal amount of Borrowings prepaid and any Funding Losses owing in connection therewith. (iiiiv) Prepayments of the Total Revolver Outstandings Borrowings pursuant to this Section 3.2(c) shall be applied, first, to prepay Base Rate Borrowings, second, to prepay any LIBOR Rate Borrowing that has an Interest Period the last day of which is the same as the date of such requirement prepayment, and, third to prepay other LIBOR Rate Borrowings, as selected by the Borrower, or, at any time exceed the Total Revolver Commitments then in effect Borrower's option, to cash collateralize such other LIBOR Rate Borrowings (which cash collateral will be applied on the Borrowers shall immediately last day of the Interest Period of each such LIBOR Rate Borrowing to prepay Revolver Loans in an aggregate amount equal to such excessLIBOR Rate Borrowings).

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative AgentLender, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided provided, that (i) such notice must be received by the Administrative Agent Lender not later than 11:00 a.m. (A) two (2) Business Days prior to any date of prepayment of Eurodollar LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar LIBO Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate 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, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loanand, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeif LIBO Rate Loans, and of the amount Interest Period(s) of such Lender's Applicable Percentage of such prepaymentLoans. If such notice is given by the BorrowersLead 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 Eurodollar LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages3.05. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments Loan Cap as then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers shall immediately prepay WC Revolver the 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 2.4(b2.04(b) unless unless, after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments Loan Cap as then in effect; . (iic) After the Total Acquisition Outstandings at any time exceed occurrence and during the Total Acquisition Commitments then in effect continuance of a Cash Dominion Event, the Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations with proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section 6.13 hereof. (d) The Borrowers shall immediately prepay Acquisition the Loans in an aggregate amount equal to such excess; the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing, and, if an Event of Default has occurred and is continuing, apply any remaining Net Proceeds to the Cash Collateralization of the L/C Obligations. (e) Prepayments made pursuant to Section 2.04(b), (c) and (iiid) above, first, shall be applied ratably to the Total Revolver Outstandings outstanding Loans, second, shall be used to Cash Collateralize the remaining L/C Obligations if an Event of Default has occurred and is continuing, and, third, the amount remaining, if any, after the prepayment in full of Loans outstanding at any such time exceed and the Total Revolver Commitments then Cash Collateralization of the remaining L/C Obligations in effect 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 immediately prepay Revolver Loans in an aggregate amount equal be applied (without any further action by or notice to such excessor from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lender, as applicable.

Prepayments. (a) The Borrowers may, upon notice Borrower shall have no right to prepay the Administrative Agent, principal amount of any Revolving Credit Loan or any Swing Loan other than as provided in this Section 2.7. (b) The Borrower may at any time or from time to time voluntarily prepay the outstanding principal amount of the Swing Loans in whole or ratably in part without premium or penalty; provided that part. (i) such The Borrower may at any time prepay the outstanding principal amount of the Loans in whole or ratably in part with the proceeds of Collateral. (ii) The Borrower may, upon at least one Business Day's prior notice must be received by to the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any stating the proposed date of prepayment the prepayment, prepay the outstanding principal amount of Eurodollar Rate the Loans and in whole (B) on together with accrued interest to the date of prepayment such prepayment) or ratably in part. Upon the giving of Base Rate Loans or Cost such notice of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a prepayment, the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate the Loans or Cost of Funds Rate 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, the Type(s) of Loans specified to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. 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 become due and payable on the date specified therein. for each such prepayment. (iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Loans comprising part of the same Borrowing and Swing Loans equal to the amount by which (A) (I) the sum of the aggregate principal amount of Revolving Credit Loans, Letter of Credit Obligations and Swing Loans then outstanding minus (II) the aggregate amount then on deposit in the Concentration Account, the Investment Account and the L/C Cash Collateral Account exceeds (B) the lesser of the Revolving Credit Commitments and the Borrowing Base. (iv) Any prepayment of a made pursuant to this Section 2.7(c) shall be applied first to the Swing Loans outstanding and, if no Swing Loans are outstanding, then, to the Revolving Credit Loans outstanding. If (A) the only Loans outstanding are Eurodollar Rate Loan shall be accompanied by all accrued interest on Loans, (B) there are no Letter of Credit Obligations immediately due and payable, (C) the amount prepaidapplication of such immediately available funds will cause the Borrower to incur an obligation under Section 10.4 and (D) there is no Default or Event of Default then continuing, together with any additional amounts required pursuant to Section 3.5. Each then such prepayment shall be applied to deposited into the Loans Investment Account and shall be retained therein until one of the Lenders conditions set forth in accordance with their respective Applicable Percentages. clauses (bA) If for any reason through (iD) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then are no longer met, in effect and (2) the Borrowing Base at which case such time, the Borrowers funds shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations be applied as provided in an aggregate amount equal to such excessthis Section 2.7(c); provided, however, that at any time the Borrowers only condition not met is the condition specified in clause (B), then such funds shall not be required applied to Cash Collateralize fund the L/C Cash Collateral Account. (d) All immediately available funds in the Concentration Account shall be applied on the date on which they are immediately available first to the outstanding principal amount of the Swing Loans, next to the outstanding principal amount of the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations), as more fully described in Section 5 of the Cash Collateral Account Agreement. Thereafter, the Borrower may direct the disposition of any funds remaining in the Concentration Account and the Investment Account; provided that, if a Default or an Event of Default shall have occurred and be continuing, then such funds in the Concentration Account and the Investment Account shall be used to cash collateralize the Letter of Credit Obligations, and thereafter, the Borrower shall direct the disposition of such remaining funds. After the occurrence of a Cash Release Condition and until the occurrence of a Cash Release Condition Unwind, the Borrower may direct the disposition of any funds in the Concentration Account and the Investment Account. (e) All proceeds of Collateral received by the Secured Parties after the giving of notice to the Borrower pursuant to this Section 2.4(bclause (i) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; or (ii) of the Total Acquisition Outstandings at first sentence of Section 8.2 shall be applied first to fund the L/C Cash Collateral Account, and if the L/C Cash Collateral Account has been fully funded pursuant to Section 8.3, to repay any time exceed Swing Loans then outstanding together with accrued interest thereon, and if no Swing Loans or accrued interest are outstanding, ratably, to repay all other Loans outstanding together with accrued interest thereon, and if no such Loans or accrued interest are outstanding, then to repay the Total Acquisition Commitments then Secured Parties, ratably, in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessrespect of all other Obligations hereunder.

Prepayments. Subject to the limitation noted below, any Borrower may prepay its Revolving Credit Loans upon at least one (a1) The Borrowers may, upon Business Day’s notice to Agent in the Administrative Agentcase of Chase Manhattan Bank Rate Loans, and at any time or from time least three (3) Business Day’s notice to time voluntarily prepay Loans Agent in the case of Libor Rate Loans, in whole or in part without premium or penalty; with accrued interest to the date of such prepayment on the amount prepaid, provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of each partial prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in the case of a Libor Rate Loan, in a principal amount of not less than One Million Dollars ($500,000 or a whole multiple 1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000 in excess thereof100,000); and (iiib) any prepayment of Base Libor Rate Loans prepaid on any Business Day other than the last day of the Libor Rate Period applicable for such Loan shall require such Borrower to pay the Libor Rate Prepayment Premiums. In the event that the Borrowers shall cause the Revolving Credit Facility to be cancelled effective as of any date prior to the then-current Revolving Credit Commitment Termination Date and FiberMark or Cost of Funds Rate any Borrower shall obtain an alternative commitment from another lender for financing, all Borrowers shall prepay all Revolving Credit 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 with accrued interest to the date and amount of such prepaymentcancellation and in addition, unless such cancellation is in connection with (i) an offering of senior notes registered under the Type(sSecurities Exchange Act of 1934, as amended, or (ii) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Asset Acquisition Loan or a Revolver Loan. 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(as defined in either Indenture), the Borrowers shall make such prepayment and pay to the payment amount specified Agent, for the ratable account of each Lender, a fee (“Prepayment Fee”) 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 3.5. Each such prepayment shall be applied to the Loans of 1% of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) Revolving Credit Facility. To the Total WC Revolver Outstandings at any time exceed extent the lesser outstanding principal amount of (1) all the Total WC Revolver Commitments then in effect and (2) Revolving Credit Loans taken together exceeds the Borrowing Base at such timeBase, the Borrowers shall immediately prepay WC Revolver such Revolving Credit 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 2.4(b) unless after the prepayment in full excess of the WC Revolver aggregate outstanding principal amount of Revolving Credit Loans over the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excesseffective Borrowing Base.