Common use of Prepayments Clause in Contracts

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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) If, on The Borrower may at 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, time and the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to time prepay the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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 or penalty, upon irrevocable notice delivered to the Administrative Agent no later than (i) 11:00 A.M., New York City time, three (3) U.S. Government Securities Business Days prior thereto, in minimum amounts the case of $5,000,000 or a higher integral multiple Daily Simple SOFR Loans, (ii) 11:00 A.M., New York City time, three (3) U.S. Government Securities Business Days prior thereto, in the case of $1,000,000 Term SOFR Loans, and (provided that iii) 11:00 A.M., New York City time, on the Company may make a prepayment date thereof, in the case of Base Rate Loans in an amount ABR Loans, which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and whether the Committed prepayment is of Daily Simple SOFR Loans, Term SOFR Loans or ABR Loans; provided, that if a Daily Simple SOFR Loan, Term SOFR Loan or ABR 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 be prepaidSection 2.14. The Agent will promptly notify each Lender of its Upon receipt of any such notice, and of such Lender's Pro Rata Share of such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given by the Companygiven, the Company 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 Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. (cb) If, on any date, the Total Loans outstanding on such date exceed the Adjusted Total Participations in effect on such date, the Borrower immediately shall prepay the Loans in the amount of such excess. Any such prepayment of Eurodollar Loans pursuant to this Section 2.5(b) shall include be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts required owing pursuant to Section 3.42.15. (dc) Bid If any Lender has become a Declining Lender prior to the delivery of a notice by the Borrower for an applicable Daily Simple SOFR Conversion Date, Term SOFR Conversion Date, ABR Conversion Date or Continuation Date, then the Loans may not in respect of such Declining Lender subject to such notice shall be voluntarily prepaidrepaid to such Declining Lender on such Daily Simple SOFR Conversion Date, Term SOFR Conversion Date, ABR Conversion Date or Continuation Date, as applicable.

Prepayments. (a) The Borrower 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, subject to the payment of any funding indemnification amounts required by Section 3.6 but without penalty or premium, (i) all of a Eurodollar Advance, or (ii) 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 $5,000,000) any portion of a Eurodollar Advance. (b) 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 the avoidance of doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Borrowing Base on which such Business Day), prepay Loans and/or Cash Collateralize Letter of Credit Obligations in accordance with this Section 2.6(b) such that (i) Borrowing Base Debt is equal to or less than the Aggregate Commitment Amount is required Borrowing Base or (ii) all Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be reduced applied in connection with prepayments made 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 this Section 2.6 shall be applied, first, to prepay Base Rate 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 a cash collateral account established with the Administrative Agent for the benefit of the 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 pursuant to this Section 2.6(b) shall be made, first, to ABR 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrowers may, 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 upon notice to the applicable reduction, Administrative Agent by the Company shall deposit with the Borrower 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 8:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's ’s Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrowersBorrower Agent, the Company Borrowers 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 Loans Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and thereon, together with any additional amounts required pursuant to Section 3.43.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (db) Bid If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately 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 may and/or Cash Collateralize theoutstanding L/C Obligations, in an aggregate amount equal to such excessamount 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 voluntarily prepaidrequired to Cash Collateralize the outstanding L/C Obligations pursuant to this Section 2.04(b) unless, after the prepayment in full of the Loans, the Total Outstandings continue to exceed the lesser of the Borrowing Base and the Aggregate Commitmentsthen in effect.

Prepayments. (a) IfThe Borrower may, without regard to whether the conditions set forth in Section 2.03(b) below are satisfied, upon notice to the Lender no later than 11:00 a.m. on the third Business Day prior to the date of such prepayment, at any date on which time or from time to time, voluntarily prepay the Aggregate Commitment Amount is required to Loan in whole or in part; provided that (i) any such prepayment shall be reduced pursuant to subsection 2.7(a), the aggregate in a principal amount of all outstanding Loans at least $250,000 or, if less, the entire principal amount of the Loan then outstanding, (whether Committed Loans ii) no Default or Bid Loans) Event of Default may be existing or would exceed the Aggregate Commitment Amount occur 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 voluntary prepayment and (rounded upward, if necessary, to an integral multiple of $1,000,000iii) 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company no Collateral Shortfall may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, exist after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will . Each such notice shall be an integral multiple of $1,000,000). Such notice of prepayment irrevocable and shall specify the date and amount of such prepayment and the Committed Loans to be amount of principal being prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company Borrower shall make such prepayment prepayment, and the payment 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. 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) Any 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 Eurodollar Loans the Loan shall include be accompanied by payment of all accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.43.04. In addition, each prepayment of the Loan, other than voluntary prepayments pursuant to Section 2.03(b), shall be accompanied by payment of the applicable Make-Whole Amount. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrower may, 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 date on which Group of Adjusted Base Rate Loans, in whole at any time, or from time to time in part in amounts aggregating Ten Million Dollars ($10,000,000) or any larger multiple of One Million Dollars ($1,000,000), by paying the Aggregate Commitment Amount is required principal amount to be reduced prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Banks included in 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 respect to any Eurodollar Loan which has been converted to an Adjusted Base Rate Loan pursuant to subsection 2.7(a)Section 10.2, 10.3 or 10.4, the aggregate Borrower may not prepay all or any portion of the principal amount of all outstanding Loans (whether Committed Loans or Bid Loans) would exceed any Eurodollar Loan prior to the Aggregate Commitment Amount after giving effect end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant 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 LoansSection 2.10. Any such prepayment shall be applied, first, upon at least two (2) 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, andif any, second, are to prepay Eurodollar Loans (in be repaid with any such order as the Company Net Proceeds. Borrower 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 deliver notice if required and to the applicable reduction, extent provided for in 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 definition of "Net Proceeds" set forth in Section 2.15. 1.1 herein. Borrower shall repay the Loans in full upon the earlier of (bi) the Maturity Date and (ii) an Event of Default as set forth in Article VIII herein. The Company may, Borrower may at any time and from time to time, upon irrevocable notice time cancel all or any part of the Commitments by the delivery to the Administrative Agent not later than 10:30 a.m. of a notice of cancellation within the applicable time periods set forth in Sections 2.9(a) and (Chicago timeb), 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) on the date and (b), Borrower shall be permitted to designate in its notice of prepayment, with respect to prepayments of Base Rate cancellation which Loans, and one Business Day prior to the proposed date of prepaymentif any, with respect to Eurodollar Loans, ratably prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans are to be prepaid. The Agent will promptly notify each Lender of its receipt of any such noticeIn the event Borrower receives Net Proceeds prior to the Closing Date, the Commitments shall be reduced and canceled by the amount of such Lender's Pro Rata Share Net Proceeds, whereupon, all or such portion of such prepayment. If such notice is given by the CompanyCommitments, the Company as applicable, 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 Eurodollar Loans shall include accrued interest terminate as to the date of prepayment on the amount Banks, pro rata. Any amounts so prepaid and any amounts required pursuant to this Section 3.4. (d) Bid Loans 2.8 may not be voluntarily prepaidreborrowed. In the event Borrower elects to cancel all or any portion of the Commitments pursuant to this Section 2.8, such amounts may not be reborrowed.

Prepayments. (a) IfThe Company shall have the right without premium or ----------- penalty, by giving irrevocable notice to the Administrative Agent not later than 12:00 noon (Eastern Time) on any date the Business Day on which the Aggregate Commitment Amount prepayment is required to occur in the case of Base Rate Loans and three (3) Business Days prior to the Business Day on which the prepayment is to occur in the case of LIBOR Rate Loans, to prepay the Revolving Credit Loans in whole or to make partial prepayments in the amount of $2,000,000 or any multiple of $500,000 in excess thereof, at any time, provided that no prepayment may be reduced pursuant made on any LIBOR Rate Loan except on a Payment Date unless at the time such prepayment is made the Company also pays to subsection 2.7(a)the Lenders all losses and out-of-pocket expenses incurred by the Lenders, or any of them, as a result of such prepayment, including, without limitation, the excess of (i) the interest that would have been received from the Company on the amount prepaid during the remaining portion of the Interest Period in question had the Company not prepaid such LIBOR Rate Loan or portion thereof, over (ii) the amount of interest which would have accrued on the amount prepaid if the Lenders had placed such funds on deposit with a prime bank in the London interbank borrowing market from the date of such prepayment until the end of such Interest Period, discounted in each case to present value using the interest rate then existing on U.S. Treasury obligations maturing as of the end of such Interest Period, as reasonably determined by the Administrative Agent. (b) If the aggregate principal amount of all Revolving Credit Loans outstanding Loans (whether Committed Loans or Bid Loans) would exceed under this Section 2 at any time exceeds the Aggregate Commitment Amount after giving effect as it exists from time to such reduction, then time minus 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 sum of all outstanding Committed Loans. Any such prepayment shall be applied, first, to prepay Base Rate Loans, and, second, to prepay Eurodollar Swingline Loans (in such order as the Company shall specify). If after prepayment of and all Committed Loans, the aggregate principal amount of all outstanding Loans would exceed the Aggregate Commitment Amount after giving effect to the applicable reductionL/C Obligations, the Company shall deposit with shall, upon the Agentrequest of any of the Lenders, to be held by immediately prepay the Agent as cash collateral for the Obligations, Revolving Credit Loans in 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any The Company shall pay each prepayment of Eurodollar Loans shall include accrued interest made under Section 2.8(a) and Section 2.8(b) to the date Administrative Agent for the account of prepayment on the amount prepaid and any amounts required pursuant Lenders. The Administrative Agent shall, promptly following its receipt of each such prepayment, distribute it to Section 3.4the Lenders ratably in accordance with their respective Commitment Percentages. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrowers may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 Company may, from time to time, upon irrevocable voluntarily prepay any Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 8:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 50,000 or a higher integral whole multiple of $1,000,000 50,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $50,000 or a whole multiple of $1,000,000)50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date of prepayment and amount of such prepayment and the Committed Types of Revolving Credit Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's ’s Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrowers, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the prepayment date specified therein. Any prepayment of a Revolving Credit Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess, any such prepayment to be applied to the applicable Commitments which have been exceeded (in accordance with each Lender’s Pro Rata Share thereof) in such order as Administrative Agent may determine in its Sole Discretion. (c) Any If for any reason the Adjusted Leverage Ratio for any Reference Period exceeds the applicable ratio set forth in Section 14.01, the Borrowers shall prepay, on or before the date which is thirty (30) days after the date such excess is determined, Revolving Credit Loans in an aggregate amount equal to an amount which would bring the Adjusted Leverage Ratio in compliance with Section 14.01, any such prepayment of Eurodollar Loans shall include accrued interest to be applied to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. Revolving Credit Loans (din accordance with each Lender’s Pro Rata Share thereof) Bid Loans in such order as Administrative Agent may not be voluntarily prepaid.determine in its Sole Discretion

Prepayments. (a) IfThe Borrower may, on upon notice to the Administrative Agent, at any date on which the Aggregate Commitment Amount is required time or from time to be reduced pursuant to subsection 2.7(a), the aggregate principal amount of all outstanding Loans (whether time voluntarily prepay Committed Loans or Bid Term Loans) would exceed , as 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 lesscase may be, in the aggregate principal amount of all outstanding Committed Loans. Any whole or in part without premium or penalty; provided that (i) such prepayment shall notice must 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 received 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 Company may, from time to time, upon irrevocable notice to the Administrative Agent not later than 10:30 a.m. 11:00 a.m., New York time, (Chicago timeA) on the three Business Days prior to any date of prepayment, with respect to prepayments prepayment of Base Fixed Period Eurodollar Rate Loans, and (B) one Business Day prior to the proposed any date of prepayment, with respect to prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of such Lender's ’s Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower 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 Fixed Period Eurodollar Rate Loans shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and thereon, together with any additional amounts required pursuant to Section 3.43.05. Each such prepayment shall be applied to the Committed Loans or Term Loans, as the case may be, of the Lenders in accordance with their respective Pro Rata Shares. (db) Bid If for any reason the Outstanding Amount of all Loans may at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay its Loans in an aggregate amount equal to such excess. In addition, upon each increase in the Other Commitment pursuant to Section 2.16 of the Other Credit Agreement, the Borrower shall borrow an amount thereunder, not to exceed the amount of such increase, on or within three Business Days (as such term is defined in the Other Credit Agreement) following the effective date of such increase (or such later date as the Administrative Agent (as such term is defined in the Other Agreement) shall agree) and shall apply the proceeds thereof so that after giving effect to such borrowing and application of proceeds, the Aggregate Commitment Utilization Percentage and the Other Commitment Utilization Percentage shall be voluntarily prepaidsubstantially the same, unless the Lenders have otherwise agreed.

Prepayments. (a) If, on The Borrower shall have the right at any date on which the Aggregate Commitment Amount is required time or from time to be reduced pursuant time to subsection 2.7(a), the aggregate principal amount of all outstanding Loans (whether voluntarily prepay Committed Loans or Bid Revolving 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 Loanswhole or in part. Any Each 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 applied ratably to the applicable reduction, outstanding Committed Revolving Loans of the Company shall deposit Lenders in accordance 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 2.15their respective Applicable Percentages. (b) The Company may, from time to If for any reason an Overadvance exists at any time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on Borrower shall immediately repay the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably prepay outstanding Committed Loans in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Revolving Loans in an aggregate amount which is not such an integral multiple if, after giving effect equal to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereindeficiency. (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4[Reserved]. (d) Bid Upon the occurrence and during the continuance of a Cash Dominion Period, the Borrower shall prepay the outstanding Committed Revolving Loans with proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section 6.13 hereof. (e) The Borrower shall immediately prepay the outstanding Committed Revolving Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event; provided that, in respect of any Net Proceeds received by a Loan Party on a account of a Prepayment Event under clause (b) or (e) of the definition thereof, unless a Cash Dominion Period has occurred and is continuing, the Loan Parties shall have the option to invest such Net Proceeds so long as (i) the Loan Parties shall have delivered to the Agent prior written notice of its intention to apply such Net Proceeds to the costs of (x) repairs of assets subject to any such casualty or condemnation event or (y) property that replaces any property subject to any such casualty or condemnation event, (ii) such Net Proceeds are held in a Controlled Account (other than a Disbursement Account) pending such repair or replacement and (iii) within one hundred eighty (180) days (or such longer period agreed to in writing by the Agent in its sole discretion) of receipt of such Net Proceeds, the Loan Parties shall have completed such repair or replacement. (f) If at any time any Consolidated EBITDA Covenant Breach occurs and a Loan Party receives any proceeds from any Cure Amount in connection therewith pursuant to Section 8.04, then the Borrower shall immediately prepay the outstanding Committed Revolving Loans in an amount equal to 100% of such proceeds. (g) Prepayments made pursuant to clauses (b), (d), (e) and (f) above, first, shall be applied ratably to the outstanding Committed Revolving Loan, second, shall be applied ratably to any other Obligations that are then due and owing; and third, the amount remaining, if any, after the prepayment in full of all Committed Revolving outstanding at such time may not be voluntarily prepaidretained by the Borrower for use in the ordinary course of its business. (h) Prepayments made pursuant to this Section 2.05 shall be without any Early Termination Fee unless such prepayment is made with a concurrent termination or permanent reduction of the Aggregate Revolving Commitments pursuant to Section 2.06.

Prepayments. (a) IfEach Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative Agent, to be held by the Agent as cash collateral for the Obligations, an amount sufficient to eliminate such excess, at any time and the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Offshore Currency Loans, (B) three Business Days prior to any date of prepayment of LIBOR Rate Loans denominated in Dollars and (C) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed LIBOR Rate Loans shall be in whole or in part, in minimum amounts a principal Dollar Equivalent amount of $5,000,000 or a higher integral multiple of $1,000,000 of the Applicable Currency; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an $500,000 or a higher integral multiple of $1,000,000)100,000 or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid, and the Applicable Currency. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's ’s Pro Rata Share of such prepayment. If such notice is given by the Companyany Borrower, the Company 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 LIBOR Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amount required pursuant to Section 3.04. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect (for any reason other than a change in currency exchange rates), the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Any prepayment If on any Revaluation Date the Administrative Agent shall have determined that the Total Outstandings exceed the Aggregate Commitments by a Dollar Equivalent amount of Eurodollar Loans more than $1,000,000, due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall include accrued interest give notice to the date Borrowers that a prepayment is required under this Section 2.06(c), and the Borrowers agree thereupon to make prepayments of Loans and/or Cash Collateralize the L/C Obligations within one Business Day of such notice such that, after giving effect to such prepayment on the amount prepaid and any amounts required pursuant to Section 3.4Total Outstandings do not exceed the Aggregate Commitments. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) The Borrower may prepay Base Rate Loans upon not less than one (1) Business Day's prior notice to the Agent (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 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 Agent, provided that interest on the principal prepaid, 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 (but with three (3) days advance notice) and in addition such prepayments of Eurodollar Loans shall be subject to the terms of Section 5.05 and shall be in an amount equal to all of the Eurodollar Loans for the Interest Period prepaid. (b) If, on after giving effect to any date on which termination or reduction of the Aggregate Commitment Amount is required to be reduced Maximum Credit Amounts pursuant to subsection 2.7(aSection 2.03(c), the outstanding aggregate principal amount of all outstanding the Loans (whether Committed Loans or Bid Loans) would exceed plus the LC Exposure exceeds the Aggregate Commitment Amount 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 giving effect prepaying all of the Loans, pay to such reductionthe 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 (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 Company Borrower shall make an immediate repayment within 45 days of outstanding Committed receipt of written notice thereof cure such Borrowing Base Deficiency by either prepaying the Loans in a an aggregate principal amount equal to such excess (rounded upwardexcess, if necessary, to an integral multiple of $1,000,000) or, if less, in together with interest on 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include paid accrued interest to the date of such prepayment on or provide additional Collateral to secure the amount prepaid and any amounts required pursuant Indebtedness to Section 3.4the reasonable satisfaction of the Lenders. (d) Bid Loans may Following a casualty loss to all or any part of the Oil and Gas Properties constituting the Borrowing Base, all insurance proceeds payable to the Borrower and not used by the Borrower to repair or replace such Properties shall be voluntarily prepaidused 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 repaired or replaced. (e) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05

Prepayments. (ai) IfThe Borrower may, on from time to time, by giving notice to the Administrative Agent no later than three Business Days before the date of the prepayment, prepay, without premium or penalty and in whole or part, the principal amount of any date on which Borrowing so long as: (A) the Aggregate Commitment Amount is required notice by the Borrower specifies the amount and Borrowing to be reduced prepaid, (B) each voluntary partial prepayment must be in a principal amount of not less than $1,000,000 or a greater integral multiple of $1,000,000, plus accrued interest on the amount prepaid 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 subsection 2.7(a)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 Funding Losses, as applicable, in an aggregate amount equal to 100% of the Net Cash Proceeds of such Debt Event. (iii) If at any time, the sum of the aggregate principal amount of all Borrowings outstanding Loans (whether Committed Loans or Bid Loans) would shall exceed the Aggregate Commitment Amount after giving effect to such reductiontotal Commitments, then the Company Borrower shall make an immediate repayment of outstanding Committed Loans forthwith prepay Borrowings, in a principal amount equal to such excess (rounded upwardexcess, if necessary, together with accrued interest to an integral multiple the date of $1,000,000) or, if less, in such prepayment on the aggregate principal amount of all outstanding Committed Loans. Any such prepayment Borrowings prepaid and any Funding Losses owing in connection therewith. (iv) Prepayments of the Borrowings pursuant to this Section 3.2 shall be applied, first, to prepay Base Rate Loans, andBorrowings, second, to prepay Eurodollar Loans (in such order any LIBOR Rate Borrowing that has an Interest Period the last day of which is the same 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of such requirement prepayment, with respect and, third to prepayments of Base prepay other LIBOR Rate LoansBorrowings, and one Business Day prior as selected by the Borrower, or, at the Borrower's option, to the proposed date of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 cash collateralize such other LIBOR Rate Borrowings (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans cash collateral will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable applied on the date specified thereinlast day of the Interest Period of each such LIBOR Rate Borrowing to prepay such LIBOR Rate Borrowings). (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrowers may, on any date on which upon notice from the Aggregate Commitment Amount is required Lead Borrower 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably time voluntarily prepay Committed Loans in whole or in part, part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO Rate Loans shall be in minimum amounts a principal amount of $5,000,000 1,000,000 or a higher integral whole multiple of $1,000,000 500,000 in excess thereof; and (provided that the Company may make iii) unless a Cash Dominion Event has occurred and is continuing, any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaidprepaid and, if LIBO Rate Loans, the Interest Period(s) of such Committed Loans. The Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyLead Borrower, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under this Section 2.04(a) if such prepayment would have resulted from a refinancing of the Obligations, which refinancing shall not be consummated or shall otherwise be delayed. (b) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay Committed Loans and/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 2.04(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (c) Any prepayment After the occurrence and during the continuance of Eurodollar a Cash Dominion Event, the Borrower shall prepay the Loans shall include accrued interest and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties to the date extent so required under the provisions of prepayment on the amount prepaid and any amounts required pursuant to Section 3.46.13 hereof. (d) Bid The Borrowers shall prepay the Loans and 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, irrespective of whether a Cash Dominion Event then exists and is continuing. (e) Prepayments made pursuant to Section 2.04(b), (c) and (d) above, first, shall be applied ratably to the outstanding Committed 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 all Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may not be voluntarily prepaidretained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. (a) IfThe Borrower may prepay any Borrowing of Term SOFR Loans or Base Rate Loans without premium or penalty and in whole or in part (but, on any date on which if in part, then (i) in an amount not less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the Aggregate Commitment Amount is minimum amount required to be reduced for a Borrowing pursuant to subsection 2.7(a), the aggregate principal amount of all outstanding Loans (whether Committed Loans or Bid LoansSection 2.4 hereof remains outstanding) 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 Company may, from time to time, upon irrevocable notice to the Administrative Agent not in the form of Exhibit E-3 (a “Paydown Notice”) (A) in the case of any Borrowing of Term SOFR Loans, no later than 10:30 a.m. 2:00 p.m. (Chicago New York time) on the date that is three (3) Business Days prior to such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, with respect such prepayment to prepayments be made by the payment of Base Rate the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, and one Business Day prior or any portion of the outstanding Swing Line Loans, upon delivery of a Paydown Notice to the proposed Administrative Agent and the Swing Line Bank by 2:00 p.m. (New York time) on the date of prepayment, with respect to Eurodollar repayment. In the case of Term SOFR Loans, ratably prepay Committed any amounts owing under Section 2.11 hereof as a result of such prepayment shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If the aggregate amount of outstanding Loans and L/C Obligations shall at any time for any reason exceed the Commitments then in whole effect, the Borrower shall, immediately and without notice or in partdemand, in minimum amounts pay the amount of $5,000,000 or a higher integral multiple such excess to the Administrative Agent for the ratable benefit of $1,000,000 (provided that the Company may make Banks as a prepayment of Base Rate the Loans in an amount which is not and, if necessary, a prefunding of Letters of Credit. Immediately upon determining the need to make any such an integral multiple if, after giving effect to prepayment the Borrower shall notify the Administrative Agent of such required prepayment, the outstanding principal amount . Each such prepayment shall be accompanied by a payment of all Base Rate accrued and unpaid interest on the Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date prepaid and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant subject to Section 3.42.11 hereof. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay the amounts outstanding hereunder pursuant to the following terms and conditions: (a) IfAt any time during the period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, the Borrower shall have the right, exercisable on any date on which not less than three (3) Trading Days prior written notice to the Aggregate Commitment Amount is required Holder of the Note to be reduced pursuant to subsection 2.7(aprepay the outstanding Note (principal and accrued interest), in full by making a payment to the aggregate Holder of an amount in cash equal to 120%, multiplied by the sum of: (w) the then outstanding principal amount of all outstanding Loans this Note plus (whether Committed Loans or Bid Loansx) would exceed accrued and unpaid interest on 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 unpaid principal amount of all outstanding Committed Loans. Any such prepayment shall be appliedthis Note plus (y) Default Interest, 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 2.15if any. (b) The Company mayAt any time during the period beginning the day which is ninety one (91) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date, from time to timethe Borrower shall have the right, upon irrevocable exercisable on not less than three (3) Trading Days prior written notice to the Agent not later than 10:30 a.m. Holder of the Note to prepay the outstanding Note (Chicago time) on the date of prepaymentprincipal and accrued interest), with respect to prepayments of Base Rate Loans, and one Business Day prior in full by making a payment to the proposed date Holder of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple ifin cash equal to 130%, after giving effect to such prepayment, multiplied by the sum of: (w) the then outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify this Note plus (x) accrued and unpaid interest on the date and unpaid principal amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such noticethis Note plus (y) Default Interest, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinif any. (c) Any prepayment After the expiration of Eurodollar Loans shall include accrued interest to one hundred eighty (180) days following the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4Note, the Borrower shall have no right of prepayment. (d) Bid Loans may Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not be voluntarily prepaidmore than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the applicable prepayment amount to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to Section 2.

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. (bi) The Company may, Borrower may at any time and from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate time prepay 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 or penalty (except as specifically provided in minimum amounts the proviso of $5,000,000 or a higher integral multiple this sentence and in the penultimate sentence of $1,000,000 (provided that this Section 2.08(a)(i)), upon notice delivered to the Company may make a prepayment Administrative Agent no later than 12:00 noon, New York City time, not less than three Business Days prior thereto, in the case of Base Rate Loans Eurodollar Loans, no later than 12:00 noon, New York City time, on the date of such notice, in an amount the case of ABR Loans, which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid; provided that, if a Eurodollar 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 2.13. The Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent will promptly notify each Lender 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 its prepayment on or prior to the date of such prepayment). Upon receipt of any such notice, and of such Lender's Pro Rata Share of such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given by the Companygiven, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include , together with accrued interest to such date on the amount prepaid. 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 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be paid to the appropriate Lenders in accordance with their respective pro rata share of such Loans. If any Repricing Event occurs prior to the date occurring 12 months after the Closing 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 2.16(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 prepayment on the amount prepaid and any amounts required pursuant to Section 3.4occurrence of such Repricing Event. (d) Bid Loans may not be voluntarily prepaid.

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. (bi) The Company may, Borrower may at any time and from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate time prepay 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 or penalty (except as specifically provided in minimum amounts the proviso of $5,000,000 or a higher integral multiple this sentence and in the penultimate sentence of $1,000,000 (provided that this Section 2.08(a)(i)), upon notice delivered to the Company may make a prepayment Administrative Agent no later than 12:00 noon, New York City time, not less than three Business Days prior thereto, in the case of Base Rate Loans Eurodollar Loans, no later than 12:00 noon, New York City time, on the date of such notice, in an amount the case of ABR Loans, which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid; provided that, if a Eurodollar 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 2.13. The Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent will promptly notify each Lender 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 its prepayment on or prior to the date of such prepayment). Upon receipt of any such noticenotice 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 accrued interest to such date on the amount prepaid. 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 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be paid to the appropriate Lenders in accordance with their respective pro rata share of such Lender's Pro Rata Share Loans. If any Repricing Event occurs prior to the date occurring 12 months after the Closing 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 2.16(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. (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 CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cb) Any prepayment If at any time for any reason the sum of Eurodollar the Outstanding Revolving Credit of all Lenders exceeds the Total Revolving Commitments, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Revolving Loans shall include accrued interest and Swing Line Loans in an aggregate principal amount at least equal to the date amount of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4such excess. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) If, on The Borrower may prepay Base Rate Advances LIBOR Advances or Cost of Funds Advances in accordance with the terms of the Line of Credit Note. If at any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a)time, the aggregate principal amount of all outstanding Loans (whether Committed Loans or Bid Loans) would Advances under the Line of Credit Note shall exceed the Aggregate Commitment Amount lesser of the Borrowing Base and the Line of Credit, the Borrower shall immediately prepay so much of the outstanding principal balance, together with accrued interest on the portion of principal so prepaid as shall be necessary in order that the unpaid principal balance, after giving effect to such reductionprepayments, then shall not exceed the Company shall make an immediate repayment lesser of outstanding Committed Loans in a principal amount equal to such excess (rounded upward, if necessary, to an integral multiple the Borrowing Base and the Line of $1,000,000) or, if less, in the aggregate principal amount of all outstanding Committed LoansCredit. Any such prepayment shall will, at the option of the Bank, be applied, first, applied first to prepay Base Rate Loans, and, second, to prepay Eurodollar Loans (in such order as the Company shall specify). If after prepayment payment of all Committed Loanscosts and expenses incurred by the Bank and arising out of this Agreement, the aggregate principal amount of all outstanding Loans would exceed the Aggregate Commitment Amount after giving effect Notes or any Related Agreement and which has not been paid or reimbursed to the applicable reductionBank, then to accrued interest to the Company shall deposit with date of the Agent, to be held by the Agent as cash collateral for the Obligations, an amount sufficient to eliminate such excess, prepayment and the Agent shall apply such funds remainder to repay Bid Loans as they mature or as otherwise provided in Section 2.15the 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 Company Borrower may, at its option, prepay any Base Rate Advances, in whole or in part, at any time, without fee or premium. (d) If at any time (i) the 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 and from time to time, upon irrevocable notice time to prepay the Agent not later than 10:30 a.m. (Chicago time) on the date Line of prepayment, with respect to 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 Credit in whole or in part, in minimum amounts increments of $5,000,000 or 100,000, and Borrower shall pay to Bank a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans whole premium in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the maturity date of the term chosen pursuant to the Fixed Rate Election as to which the prepayment is not such an integral multiple ifmade, after giving shall be subtracted from the "cost of funds" component of the fixed rate in effect to such at the time of prepayment. If the result is zero or a negative number, there shall be no make whole premium. If the outstanding principal result is a positive number, then the resulting percentage shall be multiplied by the amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be principal balance being prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, resulting amount shall be divided by 360 and of such Lender's Pro Rata Share of such prepayment. If such notice is given multiplied by the Company, number of days remaining in the Company term chosen pursuant to the Fixed Rate Election as to which the prepayment is made. Said amount shall make such prepayment be reduced to present value calculated by using the above-referenced United States Treasury security rate and the payment number of days remaining in the term chosen pursuant to the Fixed Rate Election as to which the prepayment is made. The resulting amount specified in such notice shall be the make whole premium due and payable on the date specified therein. (c) Any to Bank upon prepayment of Eurodollar Loans the fixed rate loan. Each reference in this paragraph to "Fixed Rate Election" shall include accrued interest to mean the date of prepayment on the amount prepaid and any amounts required effective election by Borrower pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.paragraph 2.2 of this Loan Agreement and the Line of Credit Note of a

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 Company Borrowers may, from time to time, upon irrevocable notice from the Lead Borrower to the Agent, at any time or from time to time voluntarily prepay the Term Loans in whole or in part without premium or penalty (except as provided in Section 2.09); provided that such notice must be received by the Agent not later than 10:30 11:00 a.m. three (Chicago time3) on the Business Days prior to any date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not . Each such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaidprepayment. The Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyLead Borrower, the Company 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 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the 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) Any If for any reason (other than on account of Protective Advances) the Total Outstandings at any time exceed the Borrowing Base, the Borrowers shall immediately prepay the Term Loans in an aggregate amount equal to such excess; provided that such prepayment of Eurodollar Loans shall include accrued interest not be required to the date of prepayment on extent the Revolving Agent has implemented a reserve against the Revolving Borrowing Base in the amount prepaid of such excess on terms, and any amounts required pursuant to Section 3.4.documentation, acceptable to the Agent.‌ (d) Bid [Reserved]. (e) [Reserved]. (f) [Reserved]. (g) The Borrowers shall prepay the Term Loans may not to the extent required pursuant to the provisions of Section 6.12 hereof; provided, however, that any such amounts (x) in respect of ABL Priority Collateral first, shall be voluntarily prepaid.applied to 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) IfThe Borrower shall have the right at any time and from time to time to prepay any Base Rate Loan, on any date on which the Aggregate Commitment Amount is required to in whole or in part; provided, however, that each such partial prepayment of a Base Rate Loan shall be reduced pursuant to subsection 2.7(a), the in a minimum 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) 200,000 or, if lessgreater in amounts which are integral multiples of $50,000. Except as required by paragraph (b) or (c) below or on the last day of an Interest Period with respect thereto, in the aggregate principal amount of all outstanding Committed Loans. Any such prepayment Borrower shall not be applied, first, permitted to prepay Base Rate LIBOR 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 Company may, from In the event that the Aggregate Outstandings exceed the lesser of the Total Commitments or the then applicable Borrowing Base at any time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior to the proposed date Termination Date, the Borrower shall promptly pay or prepay so much of prepayment, with respect to Eurodollar Loans, ratably prepay Committed the Loans outstanding as shall be necessary in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided order that the Company may make a prepayment Aggregate Outstandings will not exceed the lesser of Total Commitments or the Borrowing Base Rate Loans then in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000)effect. Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice All prepayments under this subparagraph shall be due and payable on the date specified thereinsubject to Section 4.1. (c) Any prepayment Unless otherwise agreed by the Banks in writing, the Borrower shall be required to pay or prepay Loans outstanding with (i) 80% of Eurodollar Loans the 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 accord with Sections 7.11 or 7.12 of this Agreement; provided, however, that the Borrower shall include accrued interest to have no obligation under clause (i) above until the date aggregate net proceeds of prepayment on any and all additional equity issuances during the amount prepaid and any amounts required pursuant term of this Agreement shall equal or exceed $1,000,000.00. All prepayments under this paragraph shall be subject to Section 3.44.1. (d) Bid All payments required by paragraphs (b) or (c) above shall be made to the Banks pro rata in accordance with their respective Commitment Proportions and shall be applied as follows: first, to outstanding Base Rate Loans may not 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 3.2 shall be voluntarily prepaidaccompanied by the payment of all accrued interest on the amount so prepaid and by all amounts required to be paid pursuant to Section 4.1 in connection therewith.

Prepayments. (a) If, on The Borrower may at 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, time and the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to time prepay the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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 or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 10:00 a.m., New York City time, fifteen (15) Business Days prior thereto (or five (5) Business Days in minimum case of a prepayment on the last day of an Interest Period); provided that any prepayment of the Loans shall be done on a pro-rata basis with respect to the aggregate principal amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans Commitments in an amount which is not such an integral multiple if, after giving effect on the Drawdown Date. The notice referred to such prepayment, in the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment preceding sentence shall specify the date and amount of such prepayment and prepayment; provided, that if a Loan is prepaid on any day other than the Committed Loans last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to be prepaidSection 2.14. The Agent will promptly notify each Lender of its Upon receipt of any such notice, and of such Lender's Pro Rata Share of such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given by the Companygiven, the Company 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 Loans shall be in an aggregate principal amount equal to at least $1,000,000 or any larger whole multiple thereof. Amounts prepaid may not be re-borrowed. (cb) If, on any day, the sum of the aggregate outstanding principal amount of the Loans hereunder and Pari Passu Indebtedness (after converting all such amounts into the then Dollar Equivalent thereof) exceeds the then current Series 2002-1 Invested Amount outstanding under the Series 2002-1 VFC (after giving effect to any increases or decreases therein on such day), the Borrower shall prepay Loans and/or Pari Passu Indebtedness in an amount sufficient to comply with Section 5.2(a). Any such prepayment of Eurodollar Loans pursuant to this Section 2.5(b) shall include be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts required owing pursuant to Section 3.42.14. (dc) Bid If the Borrower, the Guarantor or BFE issues, offers or places any public debt obligations for borrowed money (other than the Refinancing Bond and any costs, expenses and premiums associated therewith) after the Drawdown Date, the Borrower shall prepay the Loans may not in an amount equal to the lesser of (i) the aggregate net cash proceeds of such issuance, offering or placement and (ii) $500,000,000. Any such prepayment of Loans pursuant to this Section 2.5(c) shall be voluntarily 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.

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 Company may, Borrower may from time to time, upon irrevocable notice to time prepay the Agent not later than 10:30 a.m. (Chicago time) on the date principal of prepayment, with respect to prepayments any Series comprised of Base Rate PR Loans or LIBOR Loans, and one Business Day prior to as the proposed date of prepaymentcase may be, with respect to Eurodollar Loans, ratably prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 subject to the following: (provided that a) Borrower shall give NCB-Agent an appropriate notice not later than 12:00 noon on the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to Banking Day next preceding any such prepayment, which notice, if not originally given in writing, shall be promptly confirmed in writing. NCB-Agent shall promptly report the outstanding notice to each Bank. (b) Each prepayment of a Series comprised of PR Loans shall aggregate the principal amount of all Base Rate One Hundred Thousand Dollars ($100,000) or any multiple thereof or an amount equal to the then aggregate principal outstanding and shall be allocated thereto Ratably. Each prepayment of a Series comprised of LIBOR Loans will be an integral shall aggregate One Million Dollars ($1,000,000) or any greater amount that is a multiple of One Hundred Thousand Dollars ($1,000,000). Such notice 100,000) or an amount equal to the aggregate unpaid principal balance of prepayment shall specify the date that Series comprised of LIBOR Loans and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinapplied Ratably thereto. (c) Each prepayment of a Series comprised of PR Loans may be made without penalty or premium. Any prepayment of Eurodollar a Series comprised of LIBOR Loans (regardless of the reason for the prepayment) shall include accrued interest be subject to the date payment of prepayment on any indemnity required by section 6C; provided, however, Borrower shall not be required to repay any Series of Term Loans comprised of LIBOR Loans which constitute all or a portion of the amount prepaid and any amounts required pursuant to Section 3.4Refinanced Amount. (d) Bid Prior to the Expiration Date no prepayment shall of itself reduce any Revolving Commitment. (e) Concurrently with each prepayment, Borrower shall prepay the interest accrued on the prepaid principal. (f) Prior to the Refinancing Date Borrower shall not prepay any portion of the Term Loans may unless the then aggregate outstanding principal amount of the Revolving Loans does not be voluntarily prepaidexceed One Hundred Million Dollars ($100,000,000).

Prepayments. (a) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) on the three Business Days prior to any date of prepayment, with respect to prepayments prepayment of Base Eurodollar Rate Loans, Loans and (B) one Business Day prior to the proposed date of prepayment, with respect to prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower 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 Loans Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and thereon, together with any additional amounts required pursuant to Section 3.43.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares. (db) Bid If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Revolving Loans may and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be voluntarily prepaidrequired to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Revolving Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

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. (bi) The Company may, Borrower may at any time and from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate time prepay 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 or penalty (except as specifically provided in minimum amounts the proviso of $5,000,000 or a higher integral multiple this sentence and in the penultimate sentence of $1,000,000 (provided that this Section 2.08(a)(i)), upon notice delivered to the Company may make a prepayment Administrative Agent no later than 12:00 noon, New York City time, not less than three Business Days prior thereto, in the case of Base Rate Loans Eurodollar Loans, no later than 12:00 noon, New York City time, on the date of such notice, in an amount the case of ABR Loans, which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid; provided that, if a Eurodollar 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 2.13. The Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent will promptly notify each Lender 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 its prepayment on or prior to the date of such prepayment). Upon receipt of any such notice, and of such Lender's Pro Rata Share of such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given by the Companygiven, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include , together with accrued interest to such date on the amount prepaid. 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 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be paid to the appropriate Lenders in accordance with their respective pro rata share of such Loans. If any Repricing Event occurs prior to the date occurring twelve months after the Amendment 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 2.16(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 prepayment on the amount prepaid and any amounts required pursuant to Section 3.4occurrence of such Repricing Event. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) The Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Agent (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 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 Agent, provided that interest on the principal prepaid, 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. (b) If, on after giving effect to any date on which termination or reduction of the Aggregate Commitment Amount is required to be reduced Maximum Credit Amounts pursuant to subsection 2.7(aSection 2.03(a) or (b), the outstanding aggregate principal amount of all outstanding the Loans (whether Committed Loans or Bid Loans) would exceed exceeds the Aggregate Commitment Amount after giving effect 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 reductionprepayment. (c) Upon any redetermination of the amount of the Borrowing Base 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 shorter period as hereinafter provided) of receipt of written notice of the Company redetermined Borrowing Base, the Borrower shall make an immediate repayment of outstanding Committed prepay the Loans in a an aggregate principal amount equal to such excess (rounded upwardexcess, together with interest on the principal amount paid accrued to the date of such prepayment, provided however, that if necessary, to an integral multiple of $1,000,000) or, if less, in the aggregate Borrowing Base is less than the outstanding principal amount of all outstanding Committed Loans. Any the Loans following the first Borrowing Base determination, such required prepayment shall be appliedmade on or before thirty 30 days after such first Borrowing Base determination, firstas applicable, if the amount of the required payment equals or exceeds an amount equal to prepay Base Rate Loans10% of the redetermined Borrowing Base. (d) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, and, second, to prepay Eurodollar Loans (in such order except as the Company shall specify). If after required under Section 5.05 for prepayment of Eurodollar Loans. Prior to the First Borrowing Base Determination Date, all Committed Loans, prepayments on the aggregate principal amount of all Loans shall reduce the Aggregate Maximum Credit Amounts. Any payments on the Loans made hereunder shall first be applied to reduce the outstanding Loans would exceed of the Aggregate Commitment Amount after giving effect BMO/Soc-Gen Lenders until the outstanding Loans of the BMO/Soc-Gen Lenders have been reduced 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 excesszero, and then to reduce the Agent shall apply such funds to repay Bid outstanding Loans as they mature or of the SCI Lenders. (e) Except as otherwise provided in Section 2.152.01(a), any prepayments on the Loans may, subject to the Equity Conversion Agreement, be reborrowed subject to the then effective Aggregate Commitments. (bf) The Company may, from time to time, Convertible Amounts (as defined in the Equity Conversion Agreement) can only be prepaid or repaid in cash upon irrevocable notice to approval of the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinBMO/Soc-Gen Lenders. (cg) Any prepayment of Eurodollar Loans Unless otherwise specified in this Section 2.07, all prepayments under this Section 2.07 shall include accrued interest to be allocated among the date of prepayment on Lenders by the amount prepaid and any amounts required pursuant to Section 3.4Agent in accordance with the SCI Assignment. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrower may, on any date on which upon notice to the Aggregate Commitment Amount is required to be reduced Administrative Agent 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 delivery to the applicable reductionAdministrative Agent of a Notice of Loan Prepayment, 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans or LIBOR Floating Rate Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all $3,000,000; and (iii) any prepayment of Base Rate Loans will or LIBOR Floating Rate Loans shall be an integral multiple in a principal amount of $1,000,000)500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify (x) the date and amount of such prepayment and prepayment, (y) the Committed Type(s) of Loans to be prepaid and, (z) if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Eurodollar Rate Committed Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any each such notice, and of the amount of such Appropriate Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (b) No Competitive Loan may be prepaid voluntarily without the prior consent of the applicable Competitive Loan Lender. (c) Any prepayment of Eurodollar If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments, the Borrower shall immediately prepay Revolving Credit Loans shall include accrued interest and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4such excess. (d) Bid Prepayments made pursuant to Section 2.06(c) first, shall be applied ratably to the L/C Borrowings (without reduction of any of the Revolving Credit Commitments), second, shall be applied ratably to the outstanding Revolving Credit Loans may not (without reduction of any of the Revolving Credit Commitments) and Competitive Loans and third, shall be voluntarily prepaidused to Cash Collateralize the remaining L/C Obligations. Upon a drawing under any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the Revolving Lenders or the relevant L/C Issuers, as applicable.

Prepayments. The 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 Agent in the case of a prepayment of a Eurodollar Rate Advance and one (a1) IfBusiness Days' prior written notice to the Agent in the case of a prepayment of a Base Rate Advance, on any in each case stating the proposed date on (which the Aggregate Commitment Amount is required to shall be reduced pursuant to subsection 2.7(a), the a Business Day) and aggregate principal amount of all the prepayment, and if such notice is given the Borrower shall, prepay the outstanding Loans (whether Committed Loans principal amounts of the Advances comprising part of the same Borrowing in whole or Bid Loans) would exceed ratably in part, together with accrued interest to the Aggregate Commitment Amount after giving effect to date of such reduction, then prepayment on the Company shall make an immediate repayment of outstanding Committed Loans in a principal amount equal prepaid; provided, however, that (x) each partial prepayment of a Borrowing comprised of Base Rate Advances (as opposed to such excess (rounded upward, if necessary, 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, (y) or, if less, each partial prepayment of a Borrowing comprised of Eurodollar Rate Advances (as opposed to any payment in the full) shall be in an 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, not less than $2,000,000 and the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be 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). Such notice Each voluntary prepayment of prepayment principal following the Revolving Credit Termination Date shall specify reduce each subsequent installment of principal due under Section 2.05 by an amount equal to the date and principal amount of such voluntary prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given divided by the Companynumber of regular quarterly payments remaining due on the Notes under Section 2.05. Notwithstanding the foregoing, any prepayment of principal following the Company shall make such prepayment and the payment amount specified in such notice Revolving Credit Termination Date resulting from a Borrowing Base Deficiency shall be due and payable on the date specified thereinapplied to installments of principal in inverse order of their maturity. (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) If, on The Borrower may at 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, time and the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate time prepay 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 or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 noon, New York City time, not less than three Business Days prior thereto, in minimum amounts the case of $5,000,000 or a higher integral multiple Eurocurrency Loans, and no later than 12:00 noon, New York City time, on the date of $1,000,000 (provided that such notice, in the Company may make a prepayment case of Base Rate Loans in an amount ABR Loans, which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid; provided, that if a Eurocurrency 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. The Agent will promptly notify each Lender of its Upon receipt of any such notice, and of such Lender's Pro Rata Share of such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given by the Companygiven, the Company 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 Eurocurrency Loans shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000, and partial prepayments of ABR Loans shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (b) [Reserved]. (c) Any If on any date the Borrower or any Subsidiary shall receive Net Cash Proceeds from any Asset Sale then, unless (i) a Reinvestment Notice shall be delivered in respect thereof or (ii) such Net Cash Proceeds are received by a Foreign Subsidiary and the Borrower notifies the Administrative Agent that compliance with this paragraph (c) would result in material adverse tax consequences to the Borrower or any of its Subsidiaries, then an amount equal to the Net Cash Proceeds Amount in respect thereof shall be applied no later than six Business Days after such date toward the prepayment of Eurodollar the Term Loans; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Asset Sale shall be applied toward the prepayment of the Term Loans. The application of any prepayment pursuant to this Section 2.09(c) shall be made, first, to ABR Loans and, second, to Eurocurrency Loans. Each prepayment of the Term Loans under this Section 2.09(c) shall include be accompanied by accrued interest to the date of such prepayment on the amount prepaid and any amounts required pursuant to Section 3.4prepaid. (d) Bid Notwithstanding anything in this Agreement to the contrary, (i) mandatory prepayments pursuant to Section 2.09(c) and the comparable Section of the JPMorgan Credit Agreement, shall be allocated ratably to the Term Loans may not and the JPMorgan Term Loans and (ii) optional prepayments of Term Loans pursuant to Section 2.09(a) and JPMorgan Term Loans pursuant to the comparable Section of the JPMorgan Credit Agreement (other than optional prepayments of Incremental Term Loans or optional prepayments of “Incremental Term Loans” under and as defined in the JPMorgan Credit Agreement) shall be voluntarily prepaidallocated ratably to the Term Loans under the selected Facility or Facilities hereunder and to the JPMorgan Term Loans under the corresponding JPMorgan Term Facility or JPMorgan Term Facilities under the JPMorgan Credit Agreement. It is understood that, for purposes of clause (ii) above, in the case of the Initial Term Facility, the corresponding JPMorgan Term Facility under the JPMorgan Credit Agreement is the Tranche A Term Facility, and that otherwise the corresponding JPMorgan Term Facility shall be determined numerically.

Prepayments. (a) IfThe Borrower may, on any date on which upon notice from 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 Borrower to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably time voluntarily prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 part without premium or a higher integral multiple of $1,000,000 (penalty; provided that (i) such notice must be received by the Company may make a Administrative Agent not later than 11:00 a.m. on the Business Day prior to the date of prepayment of Base Rate Loans; and (ii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $1,000,000 or a whole multiple of $1,000,000)500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaidprepayment. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified NYI- 4560366v1139 in such notice shall be due and payable on the date specified therein. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (a) [Reserved.] (b) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C-BA Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C-BA Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (c) Any prepayment If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of Eurodollar all Loans and L/C-BA Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall include accrued interest prepay Loans and/or Cash Collateralize L/C-BA Obligations in an aggregate amount sufficient to the reduce such Outstanding Amount of Loans and L/C-BA Obligations denominated in Alternative Currencies as of such date of prepayment on payment to an amount not to exceed 100% of the amount prepaid and any amounts Alternative Currency Sublimit then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C-BA Obligations pursuant to this Section 3.42.05(d) unless, after the prepayment in full of the Loans, the Outstanding Amount of all Loans and L/C-BA Obligations denominated in Alternative Currencies exceeds the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Any prepayment of Eurodollar Loans Net Cash Proceeds that are Excess Sale Proceeds shall include accrued interest to the date of be immediately applied as a mandatory prepayment on the amount prepaid and any amounts required pursuant to Section 3.4Loans. (d) Bid Loans may Any Extraordinary Receipts shall be immediately applied as a mandatory prepayment on the Loans; provided, however, that prepayments under this Section 2.05(d) shall not be voluntarily prepaidrequired until the aggregate amount of unapplied Extraordinary Receipts exceeds $5,000,000. (e) The aggregate amount of all prepayments under Section 2.04(c) and (d) in excess of $20,000,000 shall reduce the Aggregate Commitments by the amount of such excess.

Prepayments. (ai) IfThe Borrower may, on from time to time, by giving notice to the Administrative Agent no later than three Business Days before the date of the prepayment, prepay, without premium or penalty and in whole or part, the principal amount of any date on which Borrowing so long as: (A) the Aggregate Commitment Amount is required notice by the Borrower specifies the amount and Borrowing to be reduced prepaid, (B) each voluntary partial prepayment must be in a principal amount of not less than $1,000,000 or a greater integral multiple of $1,000,000, plus accrued interest on the amount prepaid 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 subsection 2.7(aSection 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 Funding Losses, and/or deposit funds in the Cash Collateral Account in respect of LC Outstandings pursuant to Section 12.1(d), as applicable, in an aggregate amount equal to 100% (without duplication) of such Net Cash Proceeds. (iii) If at any time, the sum of the aggregate principal amount of all Borrowings outstanding Loans (whether Committed Loans or Bid Loans) would plus LC Outstandings shall exceed the Aggregate Commitment Amount after giving effect total Commitments, the Borrower shall forthwith prepay Borrowings, and, to such reductionthe extent provided for by this Section 3.2(c)(iii), then deposit funds in the Company shall make an immediate repayment Cash Collateral Account in respect of outstanding Committed Loans LC Outstandings pursuant to Section 12.1(d), in a principal amount equal to such excess (rounded upwardexcess, if necessary, together with accrued interest to an integral multiple the date of $1,000,000) or, if less, in such prepayment on the aggregate principal amount of all outstanding Committed Loans. Any such prepayment Borrowings prepaid and any Funding Losses owing in connection therewith. (iv) Prepayments of the Borrowings pursuant to this Section 3.2(c) shall be applied, first, to prepay Base Rate Loans, andBorrowings, second, to prepay Eurodollar Loans (in such order any LIBOR Rate Borrowing that has an Interest Period the last day of which is the same 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of such requirement prepayment, with respect and, third to prepayments of Base prepay other LIBOR Rate LoansBorrowings, and one Business Day prior as selected by the Borrower, or, at the Borrower's option, to the proposed date of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 cash collateralize such other LIBOR Rate Borrowings (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans cash collateral will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable applied on the date specified thereinlast day of the Interest Period of each such LIBOR Rate Borrowing to prepay such LIBOR Rate Borrowings). (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfAny Borrower may, on any date on which the Aggregate Commitment Amount is required upon delivery of a Notice of Loan Prepayment 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably time voluntarily prepay Committed Loans in whole or in part, part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of EurodollarTerm SOFR Rate Committed Loans and (B) one Business Day prior to any date of prepayment of LIBOR Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of EurodollarTerm SOFR Rate Committed Loans or LIBOR Daily SOFR Rate Loans shall be in minimum amounts a principal amount of $5,000,000 1,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if EurodollarTerm SOFR Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If the applicable Borrower gives a prepayment notice, then such notice is given by the Company, the Company Borrower shall make such prepayment (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment and in full of the payment amount specified Loans the Total Outstandings exceed the Aggregate Commitments then in such notice shall be due and payable on the date specified thereineffect. (c) Any prepayment No Bid Loan may be prepaid without the prior consent of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4applicable Bid Loan Lender. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) If, on any date on The Borrower may prepay the Base Rate Loans upon not less than one (1) Business Days' prior notice to the Administrative Agent (which shall promptly notify the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(aLenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $1,000,000 or the remaining aggregate principal amount balance outstanding on the Notes) and shall be 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 (which shall promptly notify the Lenders) and otherwise on the same condition as for Base Rate Loans and in addition such prepayments of all outstanding Eurodollar Loans (whether Committed Loans or Bid Loans) would exceed shall be subject to the Aggregate Commitment Amount after giving effect to such reductionterms of Section 5.05 and, then the Company for each Eurodollar Loan, shall make be in an immediate repayment of outstanding Committed Loans in a principal amount equal to all of such excess Eurodollar Loans for the Interest Period prepaid; provided that, (rounded upward, if necessary, A) all such voluntary prepayments of Swing Line Loans shall require prior telephonic notice to the Swing Line Lender on or before 11:00 a.m. New York City time on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an integral aggregate minimum amount of $200,000 and any whole multiple of $1,000,000) or, if less, 100,000 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 2.15excess thereof. (b) The Company mayOn each date the outstanding aggregate principal amount of the Revolving Loans and Swing Line Loans exceeds the Aggregate Commitments (including, from time without limitation, as a result of any termination or reduction of the Aggregate Commitments pursuant to timeSection 2.03(b)), upon irrevocable notice the Borrower shall prepay the Revolving Loans or Swing Line Loans (or both) on such date in an aggregate principal amount equal to the Agent not later than 10:30 a.m. (Chicago time) excess, together with interest on the principal amount paid accrued to the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans Prepayments permitted or required under this Section 2.07 shall include accrued interest to the date of prepayment on the amount prepaid and any amounts be without premium or penalty, except as required pursuant to under Section 3.4. (d) Bid Loans may not be voluntarily prepaid.5.05

Prepayments. (a) IfEach Borrower may, on any date on which upon notice from 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 Borrower Representative to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of LIBOR Rate Loans denominated in Dollars, and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed LIBOR Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 1,000,000 or a higher integral whole multiple of $1,000,000 250,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower Representative, the Company 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. (c) . Any prepayment of Eurodollar Loans a LIBOR Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.43.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (db) Bid If the Administrative Agent notifies the Borrower Representative at any time that the Total Outstandings at such time exceed an amount equal to the Aggregate Commitments then in effect, then, immediately after receipt of such notice, the Borrowers shall prepay Loans may not be voluntarily prepaidand Swingline Loans in an aggregate amount at least equal to such excess.

Prepayments. (a) If, on any date on which The Borrower shall have no right to prepay 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 any Revolving Credit Loan 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 any Swing Loan other than 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 this Section 2.152.7. (b) The Company may, from Borrower may at any time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate the Swing Loans will be an integral multiple in whole or ratably in part. (i) The Borrower may at any time prepay the outstanding principal amount of $1,000,000). Such 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 to the Agent stating the proposed date of prepayment shall specify the prepayment, prepay the outstanding principal amount of the Loans in whole (together with accrued interest to the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment) or ratably in part. If Upon the giving of such notice is given by the Companyof prepayment, the Company principal amount of the Loans specified to be prepaid shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinfor each such prepayment. (ciii) 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 Eurodollar Loans made pursuant to this Section 2.7(c) shall include accrued interest be applied first to the date 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 Loans, (B) there are no Letter of Credit Obligations immediately due and payable, (C) the application 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, then such prepayment on shall be deposited into the amount prepaid Investment Account and shall be retained therein until one of the conditions set forth in clauses (A) through (D) 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 amounts required pursuant time the only condition not met is the condition specified in clause (B), then such funds shall be applied to Section 3.4fund the L/C Cash Collateral Account. (d) Bid 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 clause (i) or (ii) of the 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 Swing Loans may not be voluntarily prepaidthen 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 Secured Parties, ratably, in respect of all other Obligations hereunder.

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 Company Borrower may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. 11:00 A.M. (Chicago time) on the date of prepayment, with respect prepayment in the case of ABR Loans and at least three (3) Business Days' prior notice to prepayments the Agent in the case of Base Rate LIBOR Loans, and one Business Day prior prepay (including, without limitation, all amounts payable pursuant to the proposed date terms of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans Section 2.17 hereof) the Notes in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include part with accrued interest to the date of such prepayment on the amount prepaid, PROVIDED that (1) each partial payment shall be in a principal amount of not less than One Million Dollars ($1,000,000) in the case of a LIBOR Loan and Two Hundred Fifty Thousand Dollars ($250,000) in the case of an ABR Loan; and (2) LIBOR Loans may be prepaid and only on the last day of the Interest Period for such Loans; PROVIDED, HOWEVER, that such prepayment of LIBOR Loans may be made on any other Business Day if the Borrower pays at the time of such prepayment all amounts required due pursuant to Section 3.42.17 hereof. Upon receipt of any such prepayments, the Agent will promptly thereafter cause to be distributed such prepayment to each Bank for the account of its applicable Lending Office pro rata to each Bank in the proportion that its Commitment bears to the Aggregate Commitments, except that prepayments of Swing Line Loans shall be made solely to the Swing Line Bank. (db) Bid The Borrower shall immediately upon a Change in Control prepay the Notes in full and all accrued interest to the date of such prepayment, and in the case of LIBOR Loans may not be voluntarily prepaidall amounts due pursuant to Section 2.17 hereof.

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 Company Borrowers may, from time to time, upon irrevocable notice from the Lead Borrower to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepaymentAgent, with respect at any time or from time to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably time voluntarily prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 part without premium or a higher integral multiple of $1,000,000 (penalty; provided that such notice must be received by the Company may make a Agent not later than 2:00 p.m. (A) three Business Days prior to any date of prepayment of LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans any prepayment of LIBO Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $1,000,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaidprepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyLead Borrower, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (c) Any prepayment After the occurrence and during the continuance of Eurodollar a Cash Dominion Event, the Borrowers shall prepay the Loans shall include accrued interest and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties to the date extent so required under the provisions of prepayment on the amount prepaid and any amounts required pursuant to Section 3.46.13 hereof. (d) Bid Prepayments made pursuant to Section 2.05(b) and (c) above, first, shall be applied ratably to the outstanding Committed Loans (first to Base Rate Loans and then to LIBO Loans), second, shall be used to Cash Collateralize the remaining L/C Obligations; and, third, the amount remaining, if any, after the prepayment in full of all Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may not be voluntarily prepaidretained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. (a) IfThe Borrowers may from time to time pay, on any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a)without penalty or premium, 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, andor, secondin a minimum aggregate amount of $5,000,000, any portion of the outstanding Base Rate Loans not later than 11:00 a.m. upon one (1) Business Day’s prior notice to prepay Eurodollar Loans (the Administrative Agent, who shall give prompt notice thereof to the Lenders substantially in the form of Exhibit I hereto or such order as other form agreed to by the Company and the Administrative Agent (including any form on an electronic platform or electronic transmission system as 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 approved 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 2.15Administrative Agent) (a “Notice of Loan Prepayment”). (b) The Company may, Borrowers may from time to timetime pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Term SOFR Loans, or, in a minimum aggregate amount of $5,000,000, any portion of outstanding Term SOFR Loans upon irrevocable (x) two (2) Business Days’ prior notice to the Administrative Agent. The Administrative Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior shall give prompt notice thereof to the proposed date of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinLenders. (c) Any If at any time, for any reason, the Aggregate Outstanding Credit Exposure of all Lenders shall exceed the Aggregate Commitment then in effect, the Borrowers shall, without notice or demand, immediately prepay the Loans such that the sum of the aggregate principal amount of Loans so prepaid, at least equals the amount of such excess. (d) [reserved]. (e) Each prepayment of Eurodollar Loans pursuant to this Section 2.8 shall include be accompanied by accrued and unpaid interest on the amount prepaid to the date of prepayment on the amount prepaid and any amounts required pursuant to payable under Section 3.43.4 in connection with such payment. (df) Bid Notwithstanding anything to the contrary contained in this Agreement, any Borrower may rescind or postpone any notice of prepayment under Section 2.8(a) or (b) if such prepayment would have resulted from a refinancing of all or a portion of the Loans may or if it is otherwise conditioned on the consummation of a transaction, which refinancing or transaction shall not be voluntarily prepaidconsummated or shall otherwise be delayed.

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 Company Borrower may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepaymentLender, with respect at any time or from time to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably time voluntarily prepay Committed Loans in whole or in part, part without premium or penalty; provided that (i) such notice must be received by the Lender not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate Loans shall be in minimum amounts a principal amount of $5,000,000 1,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in the case of either (ii) or (iii) above, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such noticeprepaid and, and if LIBOR Rate Loans, the Interest Period(s) of such Lender's Pro Rata Share of such prepaymentLoans. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (b) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrower shall immediately prepay the Loans 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 Borrower shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (c) Any prepayment The Borrower shall prepay the Loans and, after the occurrence and during the continuance of Eurodollar Loans shall include accrued interest an Event of Default or to the date extent required by the provisions of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.Section

Prepayments. (a) If, on If at any date on which time the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a), sum of the aggregate principal amount of all outstanding Revolving Credit Loans (whether Committed Loans or Bid Loans) would outstanding, plus the then current L/C Exposure shall exceed the Aggregate Total Revolving Credit 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 Loanshereunder, the aggregate principal amount of all outstanding Borrower will immediately prepay Revolving Credit 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 extent necessary 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 Company maySubject to the terms of Section 2.11 hereof, the Borrower shall have the right at its option at any time and from time to time, upon irrevocable notice time to the Agent not later than 10:30 a.m. prepay (Chicago timei) on the date of prepayment, with respect to prepayments of any Base Rate LoansLoan, 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, upon at least one (1) Business Day's prior written, facsimile, or telephonic (promptly confirmed in minimum amounts of $5,000,000 or a higher integral multiple writing) notice to the Administrative Agent received not later than 11:30 a.m. (Eastern time) on such day, in the principal amount of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an or such greater amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000)100,000 if prepaid in part, and (ii) any Eurodollar Loan, in whole or in part, upon at least three (3) Business Days' prior written, facsimile, or telephonic (promptly confirmed in writing) notice received not later than 11:30 a.m. (Eastern time) on such day, in the principal amount of $2,500,000 or such greater amount which is an integral multiple of $250,000 if prepaid in part. Such Each notice of prepayment shall specify the date and amount of such prepayment date, each Loan to be prepaid and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such noticeprincipal amount thereof, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due irrevocable and payable shall commit the Borrower to prepay each such Loan in the amount and on the date specified stated therein. (c) Any prepayment During the period commencing with the date which is thirty (30) days after the Vencor Effective Date until the Specified Pay Down Date, on the last Business Day of Eurodollar each month (beginning with the first full calendar month after the date which is 30 days after the Vencor Effective Date), the Borrower shall prepay Loans in an amount equal to 100% of the Excess Cash Flow for the immediately preceding month (or such longer period in the case of the first payment under this paragraph (c) made after the Vencor Effective Date). Concurrently with the making of each such prepayment, the Borrower shall include accrued interest deliver to the date Agents, a certificate substantially in the form of prepayment on Exhibit F hereto signed by the amount prepaid and any amounts required pursuant to Section 3.4chief financial officer of Ventas, as the general partner of the Borrower, setting forth in reasonable detail the calculation of Excess Cash Flow for the immediately preceding month. (d) Bid Within one (1) Business Day of the receipt of any Net Cash Proceeds by any Credit Party from any of the following: (i) the sale or other disposition of any Collateral or any Real Property Asset, (ii) any refinancing of all or any portion of the outstanding Loans hereunder, (iii) any equity Investment made in any Credit Party (other than by another Credit Party), (iv) any commercial mortgage backed securities transaction, (v) any formation of a Joint Venture, (vi) the sale of any Investment permitted by Section 6.4(h) or 6.4(i) hereof (unless such Net Cash Proceeds are applied as permitted by such Section 6.4(h) or 6.4(i)) or (vii) any other transaction similar to any of the foregoing which transaction generates Net Cash Proceeds to any Credit Party, the Borrower shall prepay Loans in an amount equal to 100% of the Net Cash Proceeds received by a Credit Party. (e) Within two (2) Business Days following the receipt by the Borrower or any other Credit Party (or by the Administrative Agent as loss payee) of any payment of proceeds of any insurance (other than business interruption insurance) on account of any loss, damage or injury to any tangible property of a Credit Party or any of its Subsidiaries (provided, that (i) in the case of a loss, damage or injury to any tangible property of a Credit Party or any of its Subsidiaries that, by the terms of a lease or any other contract applicable thereto, such Credit Party or such Subsidiary is contractually obligated to allow the insurance proceeds on account thereof to be used for repair or replacement, then, whether or not a Default or Event of Default shall have occurred and then be continuing, such Credit Party or such Subsidiary may receive, hold and expend such insurance proceeds for such repair or replacement on the terms provided in the applicable lease or other contract, (ii) in the case of any other loss, damage or injury to any tangible property of a Credit Party or any of its Subsidiaries, so long as no Default or Event of Default shall have occurred and then be continuing, the Administrative Agent shall receive and hold the insurance proceeds on account thereof and provide such proceeds to the relevant Credit Party (or the relevant Subsidiary) in such amounts and at such times as may be necessary during the one year period following the receipt by the Administrative Agent of such proceeds for repair or replacement of such tangible property or to comply with any contractual arrangements made by the relevant Credit Party (or the relevant Subsidiary) for such repair or replacement of such tangible property (it being understood that after the one year anniversary of the Administrative Agent's receipt of the insurance proceeds any unexpended portion of such proceeds shall be applied as provided in Section 12.2(b) hereof), and (iii) in the case of either of the foregoing, the Borrower shall furnish to the Agents evidence reasonably satisfactory to the Agents that the Borrower and the other Credit Parties are complying with clause (i) or (ii) above, as applicable, and shall have certified to the Agents that the insurance proceeds (or such proceeds, together with other funds available to the Borrower (which other funds may be in the form of a letter of credit) are sufficient to repair or replace such tangible property)), the Borrower shall prepay or, to the extent the Administrative Agent is loss payee under any insurance policy, irrevocably direct the Administrative Agent to apply as a prepayment, an amount equal to 100% (or such lesser percentage which represents that portion of such proceeds not expended or committed pursuant to the immediately preceding proviso) of such insurance proceeds; provided, that, subject to clause (i) above and the immediately following proviso, if an Event of Default shall have occurred and be voluntarily continuing, all proceeds of insurance which would otherwise be payable to the Borrower or another Credit Party shall be paid to the Administrative Agent and applied pursuant to Section 12.2(b) hereof; provided, however, that with respect to tangible property subject to any Permitted Encumbrance, this Section shall not apply to the extent that this Section would require an application of insurance proceeds or action that would violate or breach any of the provisions of the instruments or documents under which such Permitted Encumbrance arises. (f) Within two (2) Business Days following the receipt by the Borrower or any other Credit Party of any Condemnation Proceeds, the Borrower shall prepay Loans in an amount equal to 100% of such Condemnation Proceeds received; provided, however, that with respect to any Real Property Asset subject to any Permitted Encumbrance, no such prepayment shall be required to the extent that this Section would require an application of Condemnation Proceeds that would violate or breach any of the provisions of the instruments or documents under which such Permitted Encumbrances arises. (g) Any prepayments pursuant to this Section 2.8 not otherwise specifically provided for in this Section 2.8, shall be applied as provided in Section 12.2(b) hereof. (h) All prepayments of Loans under this Section 2.8 shall, as regards Interest Rate Type, be applied first to Base Rate Loans, and subject to Section 2.8(j) hereof, then to Eurodollar Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e. those Eurodollar Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). (i) All prepayments under this Section 2.8 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment. (j) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.8, but for the operation of this Section 2.8(j) (each a "Prepayment Date"), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of Base Rate Loans which are of the type required to be prepaid (i.e., Tranche A Loans, Tranche B Loans, Tranche C Loans or Revolving Credit Loans), and no Default or Event of Default exists or is continuing, then on such Prepayment Date, (i) the Borrower shall deposit Dollars into the Cash Collateral Account in an amount equal to such excess, and only the outstanding Base Rate Loans which are of the type required to be prepaid shall be required to be prepaid on such Prepayment Date and (ii) on the last day of each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan which is the type required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Cash Collateral Account (and liquidate investments held in the Cash Collateral Account as necessary) to prepay such Eurodollar Loans for which the Interest Period is then ending to the extent funds are available in the Cash Collateral Account.

Prepayments. If at any time and for any reason the aggregate of the Total New Vehicle Loan Outstandings plus the Swingline Loan Outstandings shall exceed the Total New Vehicle Commitment, 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) 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 (a) Ifwhether reflected on a Borrowing Base Certificate, on any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(adetermined by a Collateral inspection, or otherwise), the aggregate principal Borrower shall immediately pay the 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago timefor application in accordance with the terms of Section 2.8(d) on of this Agreement. If at any time and for any reason the date aggregate of prepaymentthe Swingline Loan Outstandings shall exceed the Swingline Commitment, with respect to prepayments the Borrower shall immediately pay the amounts of Base Rate Loans, and one Business Day prior such excess to the proposed date Agent for application in accordance with the terms of prepaymentSection 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 the Total Program and Used Vehicle Commitment or the applicable Borrowing Base (whether reflected on a Borrowing Base Certificate, with respect to Eurodollar Loansdetermined by a Collateral inspection, ratably prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepaymentotherwise), the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment Borrower shall specify immediately pay the date and amount of such prepayment 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 Committed Loans to be prepaid. The Agent will promptly notify each Lender aggregate of its receipt of any such noticethe Total Demonstrator Vehicle Loan Outstandings shall exceed the Total Demonstrator Vehicle Commitment, and the Borrower shall immediately pay the amount of such Lender's Pro Rata Share 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 Acquisition Loan Outstandings shall exceed the lesser of the Total Acquisition Loan Commitment or the applicable Borrowing Base (whether reflected on a Borrowing Base Certificate, determined by a Collateral inspection, or otherwise), the Borrower shall immediately pay the amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include accrued interest excess to the date Agent for application in accordance with the terms of prepayment on the amount prepaid and any amounts required pursuant to Section 3.42.8(d) of this Agreement. (d) Bid Loans may not be voluntarily prepaid.

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 Company Borrowers may, from time to time, upon irrevocable notice from the Lead Borrower to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepaymentAgent, with respect at any time or from time to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably time voluntarily prepay Committed Loans in whole or in part, part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate Loans shall be in minimum amounts a principal amount of $5,000,000 1,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make iii) unless a Cash Dominion Event has occurred and is continuing, any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaidprepaid and, if LIBOR Rate Loans, the Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) ; provided that if such prepayment is to be made in connection with a termination of Aggregate Commitments under Section 2.06 and such prepayment is anticipated to be made with the proceeds received by the Borrowers from the closing of another transaction, then the Borrowers may make such prepayment contingent on the closing of such other transaction. Any prepayment of Eurodollar Loans a LIBOR Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.43.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (ai) IfThe Borrower may, on from time to time, by giving notice to the Administrative Agent no later than three Business Days before the date of the prepayment, prepay, without premium or penalty and in whole or part, the principal amount of any date on which Borrowing so long as: (A) the Aggregate Commitment Amount is required notice by the Borrower specifies the amount and Borrowing to be reduced prepaid, (B) each voluntary partial prepayment must be in a principal amount of not less than $1,000,000 or a greater integral multiple of $1,000,000, plus accrued interest on the amount prepaid 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 subsection 2.7(a)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 Funding Losses, in an aggregate amount equal to 100% (without duplication) of such Net Cash Proceeds. (iii) If at any time, the sum of the aggregate principal amount of all outstanding Loans (whether Committed Loans or Bid Loans) would Borrowings shall exceed the Aggregate Commitment Amount after giving effect to such reductiontotal Commitments, then the Company Borrower shall make an immediate repayment of outstanding Committed Loans forthwith prepay Borrowings, in a principal amount equal to such excess (rounded upwardexcess, if necessary, together with accrued interest to an integral multiple the date of $1,000,000) or, if less, in such prepayment on the aggregate principal amount of all outstanding Committed Loans. Any such prepayment Borrowings prepaid and any Funding Losses owing in connection therewith. (iv) Prepayments of the Borrowings pursuant to this Section 3.2(c) shall be applied, first, to prepay Base Rate Loans, andany amounts outstanding under the Other Facility (other than in the case of prepayments pursuant to 3.2(c)(iii)), second, to prepay Eurodollar Loans (in such order as the Company shall specify). If after prepayment of all Committed LoansBase Rate Borrowings, 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 Agentthird, to be held by prepay any LIBOR Rate Borrowing that has an Interest Period the Agent last day of which is the same 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of such requirement prepayment, with respect and, fourth to prepayments of Base prepay other LIBOR Rate LoansBorrowings, and one Business Day prior as selected by the Borrower, or, at the Borrower's option, to the proposed date of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 cash collateralize such other LIBOR Rate Borrowings (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans cash collateral will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable applied on the date specified thereinlast day of the Interest Period of each such LIBOR Rate Borrowing to prepay such LIBOR Rate Borrowings). (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $1,000,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower 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 Loans Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.43.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (db) Bid If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans may and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be voluntarily prepaidrequired to Cash Collateralize the L/C Obligations Table of Contents pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) IfWGRAH may, on any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a)at its option, 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 this Section 2.15. (b) The Company may2.05, at any time and from time to timetime prepay the WGRAH Loan, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 upon at least two (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if2) Business Days’ prior notice to Trinity, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify specifying the date and amount of such prepayment and the Committed Loans to be prepaidprepayment. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinspecified. (b) At any time when WGRAH’s Consolidated EBITDA is less than $100,000,000 for the most recently ended Measurement Period, WGRAH shall prepay the WGRAH Loan in a principal amount equal to the Net Cash Proceeds received from any Disposition of assets as soon as reasonably practicable but not more than three Business Days after the receipt of such amounts; provided that such amounts required for a prepayment pursuant to this sentence may not be used as an Investment or Restricted Payment or otherwise permitted to leave the possession of the WGRAH Loan Parties after the WGRAH Loan Parties’ receipt thereof. (c) Any prepayment Upon any Disposition of Eurodollar Loans any assets by WGRAH or any of its Subsidiaries, WGRAH shall include accrued interest prepay the WGRAH Loan in a principal amount equal to the date amount necessary for WGRAH to comply with the requirements of prepayment on the amount prepaid and any Sections 5.05(b) as soon as reasonably practicable but not more than three Business Days after such Disposition occurs; provided that such amounts required for a prepayment pursuant to Section 3.4this sentence may not be used as an Investment or Restricted Payment or otherwise permitted to leave the possession of the WGRAH Loan Parties after the WGRAH Loan Parties’ receipt thereof. (d) Bid Loans may not All prepayments pursuant to this Section 2.05 shall include accrued interest on the amount prepaid to the date of prepayment, expenses, Trinity Expenses, indemnities, and other WGRAH Obligations (and as to which, in the case of Trinity Expenses, demand for payment with respect to which has been received by WGRAH on or before 12:30 p.m. on the Business Day immediately preceding the date on which any such payment or prepayment of principal is to be voluntarily prepaidmade). (e) Partial optional prepayments pursuant to this Section 2.05 shall be in an aggregate principal amount of $10,000,000 or any whole multiple of $5,000,000 in excess thereof. All prepayments of the WGRAH Loan pursuant to this Section 2.05 shall be without the payment of any premium or penalty except for amounts payable pursuant to Section 2.09 and shall be payable at the time specified in Section 2.09(a).

Prepayments. (a) IfBorrower may, on any upon at least three Business Days prior written notice to Lender stating the proposed date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a), the and aggregate principal amount of all the prepayment, prepay the 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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 any Advances in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss; provided, however, that in minimum amounts the case of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans a Prime Advance, the notice of prepayment may be given by telephone by 11:00 a.m. on the date of prepayment. Each partial prepayment shall, in the case of LIBOR Advances, be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding aggregate principal amount of all Base Rate Loans will be not less than $50,000 or an integral multiple of $1,000,000)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. Such No prepayment of the Facility B Advance can reduce the outstanding principal of 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 shall specify is given, the date and principal amount of such prepayment stated therein, together with accrued interest on the amount prepaid and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such noticeamount, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Companyif any, the Company shall make such prepayment and the payment amount specified in such notice due under Section 2.14, shall be due and payable on the date specified thereinin such notice. (cb) Any prepayment If at any time the aggregate principal of Eurodollar Loans outstanding Facility A Advances exceeds the lesser of (a) the Facility A Commitment and (b) the Borrowing Base, Borrower shall include immediately prepay Facility A Advances then outstanding in the aggregate amount equal to such excess, together with accrued interest to the date of such prepayment on the principal amount prepaid and without premium or penalty other than any amounts required Consequential Loss. If at any time the aggregate principal of outstanding Facility B Advances exceeds the Facility B Commitment, Borrower shall immediately prepay the Facility B Advance then outstanding in 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 3.42.5 shall be applied first to Prime Advances, if any, then outstanding, and second to LIBOR Advances with the shortest remaining Interest Periods outstanding. (d) Bid Loans may not No prepayments of Facility A Advances made solely pursuant to this Section 2.5 shall cause the Facility A Commitment to be voluntarily prepaidreduced. (e) Any prepayments of the Facility B Advance made solely pursuant to this Section 2.5 shall cause the Facility B Commitment to be reduced by the amount of such prepayment.

Prepayments. (a) IfThe Borrower may, upon at least two (2) Business Days notice to the Agent and the Lenders received by 10:00 A.M. New York time in the case of A Advances bearing interest based on any the LIBOR Rate, and upon notice to the Agent and the Lenders received by 11:00 A.M. New York time on the date on which of prepayment in the Aggregate Commitment Amount is required case of A Advances bearing interest at the Base Rate, and subject always to be reduced pursuant to subsection 2.7(athe requirements of Section 8.04(b), prepay, pro rata, the aggregate principal outstanding amount of all outstanding Loans (whether Committed Loans each A Advance, in whole or Bid Loans) would exceed in part, together, in each case, with accrued interest to the Aggregate Commitment Amount after giving effect to date of such reductionprepayment on the amount prepaid, then the Company provided that no such partial prepayment shall make an immediate repayment of outstanding Committed Loans be in a principal amount equal to such excess of less than Ten Million Dollars (rounded upward, if necessary, to an $10,000,000) and integral multiple multiples of One Million Dollars ($1,000,000) orif in excess thereof. The outstanding principal balance of A Advances owing each Lender as of December 17, if less, in the aggregate principal amount of all outstanding Committed Loans. Any such prepayment 1996 shall be appliedprepaid in full not later than the first Interest Payment Date of such A Advances falling after December 17, 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 2.151996. (b) The Company 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 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 A 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 (c) of this Section 2.06, the Borrower may prepay such Advance, without penalty, at any time upon five (5) Business Days notice. If despite such Lender's compliance with the 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. (d) 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 Borrower may, from time to time, upon irrevocable at least four (4) Business Days notice to the Agent not later than 10:30 a.m. (Chicago and the Lenders, prepay at any time) on , pro rata, the date outstanding principal amount of prepaymenteach Advance, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include together with accrued interest to the date of prepayment on the amount prepaid and all other amounts then payable to the Lenders by the Borrower; provided, that 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 amounts required pursuant portion of any Advance made by any Lender that is not any Affected Lender); provided further, that if the rate of Taxes with respect to Section 3.4. any Affected Lender is higher than with respect to another Affected Lender, the Borrower may prepay any portion of the Advance made by the former Affected Lender without prepaying any portion of the Advance made by the latter Affected Lender. The Agent shall give prompt written notice to the Lenders of any prepayments made under this paragraph (d) Bid Loans may not be voluntarily prepaid).

Prepayments. (a) IfBorrower may, on any date on which the Aggregate Commitment Amount is required upon notice 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably time voluntarily prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 part without premium or a higher integral multiple of $1,000,000 (penalty; provided that (i) such notice must be received by Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the Company may make a date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $1,000,000 or a whole multiple of $1,000,000)100,000 in excess thereof; and (iii) any prepayment of Base 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. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their respective Applicable Percentages. The notice described in this subsection may be given in the form of Exhibit A. (b) This subsection intentionally left blank. (c) Any prepayment of Eurodollar If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall include accrued interest not be required to Cash Collateralize the date of prepayment on the amount prepaid and any amounts required L/C Obligations pursuant to this Section 3.42.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) Bid Loans may not be voluntarily prepaid.

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 Company may, at any time and from time to time, upon irrevocable notice to prepay the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate then outstanding 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 or penalty, except as provided in minimum amounts Section 3.08 hereof, upon written notice to the Administrative Agent (or telephonic notice promptly confirmed in writing) not later than 11:00 a.m. New York, New York time, three Business Days before the date of $5,000,000 prepayment with respect to prepayments of Adjusted Libor Loans, or a higher integral multiple 11:00 a.m. New York, New York time one Business Day before the date of $1,000,000 (provided that the Company may make a prepayment of with respect to Alternate Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will Loans. Each notice shall be an integral multiple of $1,000,000). Such notice of prepayment irrevocable and shall specify the date and amount of repayment and whether such prepayment repayment is of the Term Loans or of Revolving Credit Loans and whether such repayment is of Adjusted Libor Loans or Alternate Base Rate Loans or a combination thereof, and if a combination thereof, the Committed Loans amount of repayment allocable to be prepaideach. The Upon receipt of such notice, the Administrative Agent will shall promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepaymentthereof. If such notice is given by the Companygiven, the Company shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Each partial prepayment pursuant to this Section 3.03 of (x) Alternate Base Rate Loans shall be in a principal amount of $500,000 or whole multiples of $500,000 in excess thereof and (y) of Adjusted LIBOR Loans shall be in a principal amount of $500,000 or whole multiples of $500,000 in excess thereof. (b) To the extent that the Aggregate Outstandings exceeds the Borrowing Base as in effect at any time, the Company shall immediately prepay the Revolving Credit Loans to the extent necessary to cause compliance with the Borrowing Base. (c) Any Each prepayment of Eurodollar Loans principal of a Loan pursuant to this Section 3.03 shall include be accompanied by accrued interest to the date of prepayment prepaid on the amount prepaid and any amounts required all amounts, if any, due pursuant to Section 3.43.08 hereof. All partial prepayments of the Term Loans, shall be applied to the remaining installments of principal thereof in inverse order of maturity. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrower may prepay any Borrowing of Eurodollar Loans or Base Rate Loans without premium or penalty and in whole or in part (but, on any date on which if in part, then (i) in an amount not less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the Aggregate Commitment Amount is minimum amount required to be reduced for a Borrowing pursuant to subsection 2.7(a), the aggregate principal amount of all outstanding Loans (whether Committed Loans or Bid LoansSection 2.4 hereof remains outstanding) 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 Company may, from time to time, upon irrevocable notice to the Administrative Agent not in the form of Exhibit E-3 (a “Paydown Notice”) (A) in the case of any Borrowing of Eurodollar Loans, no later than 10:30 a.m. 2:00 p.m. (Chicago New York time) on the date that is three (3) Business Days prior to such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, with respect such prepayment to prepayments be made by the payment of Base Rate the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, and one Business Day prior or any portion of the outstanding Swing Line Loans, upon delivery of a Paydown Notice to the proposed Administrative Agent and the Swing Line Bank by 2:00 p.m. (New York time) on the date of prepayment, with respect to repayment. In the case of Eurodollar Loans, ratably prepay Committed any amounts owing under Section 2.11 hereof as a result of such prepayment shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If the aggregate amount of outstanding Loans and L/C Obligations shall at any time for any reason exceed the Commitments then in whole effect, the Borrower shall, immediately and without notice or in partdemand, in minimum amounts pay the amount of $5,000,000 or a higher integral multiple such excess to the Administrative Agent for the ratable benefit of $1,000,000 (provided that the Company may make Banks as a prepayment of Base Rate the Loans in an amount which is not and, if necessary, a prefunding of Letters of Credit. Immediately upon determining the need to make any such an integral multiple if, after giving effect to prepayment the Borrower shall notify the Administrative Agent of such required prepayment, the outstanding principal amount . Each such prepayment shall be accompanied by a payment of all Base Rate accrued and unpaid interest on the Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date prepaid and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant subject to Section 3.42.11 hereof. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfBorrower may, on any date on which the Aggregate Commitment Amount is required upon notice to be reduced Administrative Agent pursuant to subsection 2.7(a)delivery to Administrative Agent of a Notice of Loan Prepayment, the aggregate principal amount of all outstanding Loans (whether Committed Loans at any time 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 Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to the must be received by Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Term SOFR Rate Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans or Daily SOFR Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid and, if Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower 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 Eurodollar Loans a Term SOFR Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.43.05. Subject to Section 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (db) Bid If for any reason (i) the Total Outstandings at any time exceed the lesser of (A) Aggregate Commitments then in effect or (B) Borrowing Base Availability minus Borrowing Base Debt other than the Obligations or (ii) the outstanding Borrowing Base Debt shall at any time exceed Borrowing Base Availability prior to any reductions from Borrowing Base Debt other than Obligations, then Borrower shall immediately prepay Loans may and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be voluntarily prepaidrequired to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans either (x) the Total Outstandings exceed the lesser of (1) the Aggregate Commitments then in effect or (2) Borrowing Base Availability minus Borrowing Base Debt other than the Obligations or (y) the outstanding Borrowing Base Debt exceeds Borrowing Base Availability prior to any reductions from Borrowing Base Debt other than Obligations.

Prepayments. (a) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably time voluntarily prepay Committed Loans in whole or in part, part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in minimum amounts a principal amount of $5,000,000 1,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Committed Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 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) Any prepayment of Eurodollar If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall include accrued interest not be required to Cash Collateralize the date of prepayment on the amount prepaid and any amounts required L/C Obligations pursuant to this Section 3.42.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfBorrower may, on any date on which the Aggregate Commitment Amount is required upon notice 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably time voluntarily prepay Committed Loans in whole or in part, in minimum amounts part without premium or penalty; PROVIDED that (i) such notice must be received by Agent not later than 11:00 a.m. (A) three Business Days prior to any date of $5,000,000 or a higher integral multiple prepayment of $1,000,000 Eurodollar Rate Loans and (provided that B) on the Company may make a date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $300,000 or a whole multiple of $1,000,000)100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $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. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower 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 Loans Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.4SECTION 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their respective Applicable Percentages. (db) Bid If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall immediately prepay Loans may and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; PROVIDED, HOWEVER, that Borrower shall not be voluntarily prepaidrequired to Cash Collateralize the L/C Obligations pursuant to this SECTION 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) IfThe Borrower may prepay any Borrowing of Term SOFR Loans or Base Rate Loans without premium or penalty and in whole or in part (but, on any date on which if in part, then (i) in an amount not less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the Aggregate Commitment Amount is minimum amount required to be reduced for a Borrowing pursuant to subsection 2.7(a), the aggregate principal amount of all outstanding Loans (whether Committed Loans or Bid LoansSection 2.4 hereof remains outstanding) 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 Company may, from time to time, upon irrevocable notice to the Administrative Agent not in the form ofExhibit E-3 (a “Paydown Notice”) (A) in the case of any Borrowing of Term SOFR Loans, no later than 10:30 a.m. 2:00 p.m. (Chicago New York time) on the date that is three (3) Business Days prior to such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, with respect such prepayment to prepayments be made by the payment of Base Rate the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, and one Business Day prior or any portion of the outstanding Swing Line Loans, upon delivery of a Paydown Notice to the proposed Administrative Agent and the Swing Line Bank by 2:00 p.m. (New York time) on the date of prepayment, with respect to Eurodollar repayment. In the case of Term SOFR Loans, ratably prepay Committed any amounts owing under Section 2.11 hereof as a result of such prepayment shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (b) If the aggregate amount of outstanding Loans and L/C Obligations shall at any time for any reason exceed the Commitments then in whole effect, the Borrower shall, immediately and without notice or in partdemand, in minimum amounts pay the amount of $5,000,000 or a higher integral multiple such excess to the Administrative Agent for the ratable benefit of $1,000,000 (provided that the Company may make Banks as a prepayment of Base Rate the Loans in an amount which is not and, if necessary, a prefunding of Letters of Credit. Immediately upon determining the need to make any such an integral multiple if, after giving effect to prepayment the Borrower shall notify the Administrative Agent of such required prepayment, the outstanding principal amount . Each such prepayment shall be accompanied by a payment of all Base Rate accrued and unpaid interest on the Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date prepaid and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant subject to Section 3.42.11 hereof. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) If, on If at any date on which time the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a), sum of the aggregate principal amount of all outstanding Revolving Credit Loans (whether Committed Loans or Bid Loans) would outstanding, plus the then current Revolver L/C Exposure shall exceed the Aggregate Total Revolving Credit Commitment Amount after giving effect hereunder, RRI will immediately prepay Revolving Credit Loans to the extent necessary to eliminate such reduction, then excess. If at any time the Company shall make an immediate repayment sum 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 Senior Priority Loans outstanding, plus the then current Senior Priority L/C Exposure shall be applied, first, to prepay Base Rate Loans, and, second, to prepay Eurodollar Loans (in such order as exceed the Company shall specify). If after prepayment of all Committed LoansTotal Senior Priority Commitment hereunder, the aggregate principal amount applicable Borrowers of all the outstanding Senior Priority Loans would exceed the Aggregate Commitment Amount after giving effect will immediately repay Senior Priority Loans 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 extent necessary 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 Company mayLoans shall be subject to prepayment as provided in Section 5.18 hereof. (c) Subject to the terms of Section 2.14 hereof, a Borrower shall have the right at its option at any time and from time to time, upon irrevocable notice time to the Agent not later than 10:30 a.m. prepay (Chicago timei) on the date of prepayment, with respect to prepayments of any Base Rate LoansLoan, 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, upon prior written, facsimile, or telephonic (promptly confirmed in minimum amounts writing) notice to the Administrative Agent received not later than 10:00 a.m., (Central time) on the prepayment day, in the principal amount of $5,000,000 or a higher such greater amount which is an integral multiple of $1,000,000 if prepaid in part, and (provided that ii) any Eurodollar Loan, in whole or in part, upon at least three (3) Business Days' prior written, facsimile, or telephonic (promptly confirmed in writing) notice received not later than 10:00 a.m., (Central time) on such day, in the Company may make a prepayment principal amount of Base Rate Loans in an $10,000,000 or such greater amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000)1,000,000 if prepaid in part. Such Each notice of prepayment shall specify the date prepayment date, each Loan to be prepaid and the principal amount thereof, shall be irrevocable and shall commit the applicable Borrower of such prepayment Loan to prepay such Loan in the amount and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified stated therein. . With respect to any optional prepayment pursuant to this Section 2.11(c), the Credit Parties agree that (c1) Any prepayment they shall prepay the Senior Priority Loans in full before prepaying any of Eurodollar the Term Loans, the Tranche A Loans or the Revolving Credit Loans and (2) the Term Loans and the Tranche A Loans shall include accrued interest to the date of prepayment be prepaid on the amount prepaid and any amounts required pursuant to Section 3.4a pro rata basis. (d) Bid Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by any Credit Party from any issuance by the ▇▇▇▇▇▇ ▇▇▇▇ Issuer of any ▇▇▇▇▇▇ Tax-Exempt Bonds which are not required to be supported by a ▇▇▇▇▇▇ Letter of Credit (other than Net Cash Proceeds paid into an account of the ▇▇▇▇▇▇ ▇▇▇▇ Trustee to pay construction costs of the ▇▇▇▇▇▇ Facility or used directly to pay construction cost of the ▇▇▇▇▇▇ Facility, in each case which construction costs are permitted to be incurred pursuant to this Credit Agreement), RRI shall prepay, or cause to be prepaid (subject to Section 2.11(l) hereof), the Revolving Credit Loans in an amount equal to such Net Cash Proceeds received. (e) Following the end of each fiscal year of RRI (commencing with the fiscal year in which the Texas Genco Option is exercised, expires or terminates, as applicable), RRI shall calculate Excess Cash Flow as of the end of such fiscal year. If Excess Cash Flow for such period exceeds the sum of three hundred million dollars ($300,000,000) (the "ECF Threshold"), then RRI shall prepay Loans (determined as provided in Sections 2.11(k) and 2.11(l) hereof) in an amount equal to the positive difference, if any, of (i) 50% of the amount by which Excess Cash Flow for such period exceeds the ECF Threshold less (ii) the aggregate amount of all prepayments previously made pursuant to this Section 2.11(e). Each prepayment required pursuant to this Section 2.11(e) shall be made on or before the date which is one hundred twenty (120) days after the end of the applicable fiscal year. Commencing with the fiscal year in which the Texas Genco Option is exercised, expires or terminates, as applicable, RRI shall deliver to the Administrative Agent, a certificate substantially in the form of Exhibit E hereto signed by a Financial Officer of RRI setting forth in reasonable detail the calculation of Excess Cash Flow for the period ended as of the end of such fiscal year. Any such certificate shall be referred to herein as an "Excess Cash Flow Certificate" and shall be delivered to the Administrative Agent (1) on or before the date which is one hundred twenty (120) days after the end of the applicable fiscal year or (2) with the making of any prepayment pursuant to this Section 2.11(e), as the case may be. (f) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by any Credit Party from any of the following: (i) the issuance by any Credit Party of any Indebtedness permitted under Section 6.1(b) or 6.1(l) hereof or (ii) any sale or other disposition of any asset of a Credit Party or the issuance of any Indebtedness, in each case not permitted by the terms and provisions of this Credit Agreement, to the extent such Net Cash Proceeds from the issuance of Indebtedness permitted under 6.1(l) hereof (if applicable) have not been deposited in the Purchase Escrow Account contemplated by, and permitted by Section 5.18 hereof, RRI shall prepay or cause to be voluntarily prepaid Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) in an amount equal to 100% of such Net Cash Proceeds received by a Credit Party. (g) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by RRI from the issuance by RRI of any Junior Securities (including the issuance of shares of capital stock upon the exercise of any warrant, option, right to purchase or other equivalent, interest or similar right (however designated) issued in connection with the Junior Securities), RRI shall prepay Loans as follows: (A) at any time on or prior to the exercise, expiration or termination of the Texas Genco Option, no Loans shall be required to be prepaid if 100% of such Net Cash Proceeds are deposited in the Purchase Escrow Account as contemplated by, and permitted by, Section 5.18 hereof; (B) if at any time on or prior to the exercise, expiration or termination of the Texas Genco Option, any portion of such Net Cash Proceeds is not so deposited in the Purchase Escrow Account, then fifty percent (50%) of such portion of Net Cash Proceeds not so deposited in the Purchase Escrow Account shall be applied as a prepayment of the Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) and the other 50% of such portion may be retained by RRI for general corporate purposes; and (C) at any time after the exercise, expiration or termination of the Texas Genco Option, fifty percent (50%) of such Net Cash Proceeds shall be applied as a prepayment of the Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) and the other 50% of such Net Cash Proceeds may be retained by RRI for general corporate purposes. (h) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by a Credit Party (or in the case of clause (iii) below, by TG Holdco, Texas Genco or any of the Subsidiaries of Texas Genco) from any of the following: (i) the sale, transfer, lease or other disposition in any manner whatsoever of any Eligible Asset permitted by Section 6.5 hereof (other than sales, transfer, lease or other dispositions described in Section 6.5(a)(iv), a disposition due to a Recovery Event, and any Excluded Asset Sale), (ii) any formation of a Joint Venture (other than TG Holdco, Texas Genco or any Subsidiaries of Texas Genco to the extent the Net Cash Proceeds thereof have been used to fund and/or finance the acquisition of Texas Genco in accordance with the provisions of Section 5.18(f) hereof), or (iii) at any time after the consummation of the purchase of the outstanding common stock of Texas Genco by RRI or any of its Subsidiaries pursuant to the Texas Genco Option, any issuance of Equity Interests of TG Holdco, Texas Genco or any Subsidiaries of Texas Genco (including the issuance of shares of capital stock upon the exercise of any warrant, option, right to purchase or other equivalent, interest or similar right (however designated)), RRI shall prepay, or cause to be prepaid, Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) in an amount equal to 100% of such Net Cash Proceeds received except in the case of clause (i) and clause (ii) above, to the extent such Net Cash Proceeds have not been deposited in the Purchase Escrow Account as required by Section 5.17 hereof or as contemplated by, and permitted by Section 5.18 hereof, and except in the case of clause (iii) above, to the extent such Net Cash Proceeds thereof have been used to fund or finance the acquisition of minority Equity Interests of Texas Genco in accordance with the last sentence of Section 5.18(f) hereof. (i) Promptly, but in no event later than three (3) Business Days following the receipt by RRI or any other Credit Party (or by the Collateral Agent as loss payee) of any payment of any proceeds of any Recovery Event (to the extent such proceeds have not been deposited in the Purchase Escrow Account as required by Section 5.17 hereof or as contemplated by, and permitted by Section 5.18 hereof, and provided, that so long as no Event of Default shall have occurred and then be continuing, such proceeds received in connection with any Recovery Event (or any portion thereof) may be expended or irrevocably committed by RRI or any other Credit Party within twelve (12) months after such Recovery Event to repair or replace such property and RRI shall furnish to the Administrative Agent and the Collateral Agent evidence reasonably satisfactory to the Administrative Agent and the Collateral Agent of such expenditure or commitment and shall have certified to the Administrative Agent and the Collateral Agent that such proceeds (or such proceeds together with other funds which are available to RRI and the other Credit Parties and permitted to be used for such purpose pursuant to the terms hereof) are sufficient to repair or replace such property pending which the Collateral Agent shall hold such proceeds in an interest bearing deposit account), RRI shall prepay Loans or, to the extent the Collateral Agent is loss payee under any insurance policy (if applicable), irrevocably direct the Collateral Agent to apply as a prepayment of Loans, an amount equal to 100% (or such lesser percentage which represents the remaining portion of such proceeds not expended or committed pursuant to the immediately preceding parenthetical phrase) of such proceeds received in connection with such Recovery Event less any amounts required to pay for necessary remediation expenses with respect to a condition affecting the applicable property, to pay reasonable expenses incurred in connection with the closure of the applicable property and to pay any costs reasonably incurred in connection with such Recovery Event, in each case subject to the terms of the Citibank Intercreditor Agreement; provided, that if an Event of Default shall have occurred and be continuing, all proceeds of any Recovery Event which would otherwise be payable to RRI pursuant to this Section 2.11(i) shall be paid to the Administrative Agent and applied pursuant to Section 10.2(b)(2) hereof; provided, however, that with respect to tangible property subject to any Permitted Encumbrance, no such prepayment shall be required to the extent that this Section would require an application of proceeds of any Recovery Event that would violate or breach any of the provisions of the instruments or documents under which such Permitted Encumbrance arises or which governs the application of proceeds. (j) Any optional prepayment of the Term Loans and Tranche A Loans pursuant to Section 2.11(c) above shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.7(a) hereof in direct chronological order of maturity. (k) Subject to the provisions of Section 2.11(l) below, any mandatory prepayments pursuant to Sections 2.11(e) through and including 2.11(i) shall be applied first, to prepay outstanding Term Loans and outstanding Tranche A Loans, on a pro rata basis, determined in accordance with the aggregate outstanding principal amount of the Term Loans and the aggregate outstanding principal amount of the Tranche A Loans, second, to prepay outstanding Revolving Credit Loans and third, to cash collateralize Revolver Letters of Credit in an amount equal 105% of the then current Revolver L/C Exposure. All mandatory prepayments of the Term Loans and Tranche A Loans shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.7(a) hereof in direct chronological order of maturity. (l) Notwithstanding the provisions of Section 2.11(d) or Section 2.11(k) above, if an Event of Default has occurred and is continuing, all mandatory prepayments set forth in this Section 2.11 shall be applied first, to repay outstanding Senior Priority Loans, second, to cash collateralize Senior Priority Letters of Credit in an amount equal to 105% of the then current Senior Priority L/C Exposure, and third as provided in Section 2.11(k) above. (m) All prepayments of Loans under this Section 2.11 shall, as regards Interest Rate Type, be applied first to Base Rate Loans, and subject to Section 2.11(o) hereof, then to Eurodollar Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e. those Eurodollar Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). (n) All prepayments under this Section 2.11 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, and any payment required by Section 2.14 hereof. (o) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.11, but for the operation of this Section 2.11(o) (each a "Prepayment Date"), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of Base Rate Loans which are of the type required to be prepaid (i.e., Term Loans, Tranche A Loans, Revolving Credit Loans or Senior Priority Loans), and no Event of Default exists or is continuing, then on such Prepayment Date, (i) RRI may deposit Dollars into the Prepayment Collateral Account in an amount equal to such excess, and only the outstanding Base Rate Loans which are of the type required to be prepaid shall be required to be prepaid on such Prepayment Date and (ii) on the last day of each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan which is the type required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Prepayment Collateral Account (and liquidate investments held in the Prepayment Collateral Account as necessary) to prepay such Eurodollar Loans for which the Interest Period is then ending to the extent funds are available in the Prepayment Collateral Account.

Prepayments. (a) IfEach Borrower may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on any the date on which of prepayment and (ii) upon at least two Business Days’ notice to the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a)Agent for Eurodollar Rate Advances, stating the proposed date and 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 excessprepayment, and the Agent shall apply if such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company maynotice is given such Borrower shall, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple the Revolving Credit Advances comprising part of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such noticesame Revolving Credit Borrowing in whole or ratably in part, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts amounts, if any, required to be paid pursuant to Section 3.48.4(c) as a result of such prepayment; provided that each prepayment pursuant to this Section 2.5(a) shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) 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 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 (after giving effect to such repayment) the 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 the request of such Borrower does not exceed such Bank’s Revolving Credit Commitment for such Borrower at such date. (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 date of such payment on the 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 L▇ ▇▇▇▇ Collateral Account in respect of such Borrower. (d) Bid Loans may not All amounts received by the Agent pursuant to any Security Document shall be voluntarily prepaidapplied first, to reimburse the Agent for all costs, fees, expenses and other amounts to the extent provided in such Security Document, second, to ratably pay the principal of and interest of the 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 extent any Letters of Credit are outstanding.

Prepayments. (a) IfBorrower may, on any date on which the Aggregate Commitment Amount is required upon notice 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably time voluntarily prepay Committed Loans in whole or in part, in minimum amounts part without premium or penalty; PROVIDED that (i) such notice must be received by Agent not later than 11:00 a.m. (A) three Business Days prior to any date of $5,000,000 or a higher integral multiple prepayment of $1,000,000 Eurodollar Rate Loans and (provided that B) on the Company may make a date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $100,000 or a whole multiple of $1,000,000)1,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $1,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower 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 Loans Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.4SECTION 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their respective Applicable Percentages. (db) Bid If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall immediately prepay Loans may and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; PROVIDED, HOWEVER, that Borrower shall not be voluntarily prepaidrequired to Cash Collateralize the L/C Obligations pursuant to this SECTION 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) IfThe Borrower may, on any date on which upon notice to the Aggregate Commitment Amount is required to be reduced Administrative Agent 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 delivery to the applicable reductionAdministrative Agent of a Notice of Loan Prepayment, 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Term SOFR Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Revolving Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower 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 Eurodollar Loans a Term SOFR Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.43.05. Subject to Section 2.15, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (db) Bid If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans may and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be voluntarily prepaidrequired to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Revolving Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

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. (bi) The Company may, Borrower may at any time and from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate time prepay 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 or penalty (except as specifically provided in minimum amounts the proviso of $5,000,000 or a higher integral multiple this sentence and in the penultimate sentence of $1,000,000 (provided that this Section 2.08(a)(i)), upon notice delivered to the Company may make a prepayment Administrative Agent no later than 12:00 noon, New York City time, not less than three Business Days prior thereto, in the case of Base Rate Loans Eurodollar Loans, no later than 12:00 noon, New York City time, on the date of such notice, in an amount the case of ABR Loans, which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid; provided that, if a Eurodollar 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 2.13. The Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent will promptly notify each Lender 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 its prepayment on or prior to the date of such prepayment). Upon receipt of any such notice, and of such Lender's Pro Rata Share of such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given by the Companygiven, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include , together with accrued interest to such date on the amount prepaid. 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 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be paid to the appropriate Lenders in accordance with their respective pro rata share of such Loans. If any Repricing Event occurs prior to the date occurring 6 months after the Amendment 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 2.16(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 prepayment on the amount prepaid and any amounts required pursuant to Section 3.4occurrence of such Repricing Event. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Company or, solely in the case of Hasbro SA Loans, Hasbro SA shall repay Base Rate Loans or Eurocurrency Rate Loans made to the Company or, solely in the case of Hasbro SA Loans, Hasbro SA hereunder on any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a)last day of the Interest Period relating thereto. As provided in section 2.5.2, the aggregate principal amount Company or, solely in the case of all outstanding Hasbro SA Loans, Hasbro SA shall repay Competitive Bid Loans (whether Committed Loans or Bid Loans) would exceed the Aggregate Commitment Amount after giving effect made 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, solely in the aggregate principal amount case of all outstanding Committed Hasbro SA Loans, Hasbro SA hereunder on the last day of the Interest Period relating thereto. Any such prepayment The Company or, solely in the case of Hasbro SA Loans, Hasbro SA shall be applied, first, also have the right at any time to prepay Syndicated Loans consisting of Base Rate Loans, andas a whole or in part, second, to prepay Eurodollar Loans (in such order as without premium or penalty; provided that the Company shall specify). If after prepayment or, solely in the case of all Committed Hasbro SA Loans, the aggregate principal amount of all outstanding Loans would exceed the Aggregate Commitment Amount after giving effect to the applicable reductionHasbro SA shall provide written, 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 telegraphic or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable telephonic notice to the Agent not later than 10:30 11:00 a.m. (Chicago Boston time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment stating the aggregate principal amount of such prepayment, with respect . Each partial prepayment of any Syndicated Loan pursuant to Eurodollar Loans, ratably prepay Committed Loans this section 2.8 shall be in whole or in part, in a minimum amounts aggregate principal amount of $5,000,000 or a higher some greater integral multiple of $1,000,000 (provided that or the Company may make a prepayment of Base Rate Loans Dollar Equivalent thereof in an amount which is not such an integral multiple ifOptional Currency), after giving effect to such prepaymentor, if less, the aggregate outstanding principal amount of all Base Rate Loans will the Syndicated Loans. Subject to the conditions of section 2.1 hereof, amounts so prepaid may be an integral multiple reborrowed. In addition, the Company or, solely in the case of $1,000,000). Such Hasbro SA Loans, Hasbro SA may, upon three (3) Business Days' written, telegraphic or telephonic notice of prepayment shall specify to the Agent stating the proposed date and the aggregate principal amount of such prepayment and prepayments, prepay all, but not less than all, of the Committed Syndicated Loans constituting Eurocurrency Rate Loans subject to be prepaid. The Agent will promptly notify each Lender a particular Interest Period on a date other than the last day of its receipt of the Interest Period relating thereto; provided, that upon any such noticeprepayment, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Companyexcept as set forth in section 4.1(f) hereof, the Company 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 prepayment and the payment amount specified in such notice determination), which determination shall be due 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 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 to have a maturity (as nearly as may be) equal to the Reemployment Period); (b) Second, each Installment Amount shall be treated as payable on the date specified therein.last day of the Interest Period relating to the Eurocurrency Rate Loans prepaid; and (c) Any Third, the amount to be paid shall be the present value of the Installment Amount determined by discounting the amount thereof from the date on 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. Each prepayment made pursuant to this section 2.8 shall be accompanied by the payment of Eurodollar Loans shall include accrued interest on the principal prepaid to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4prepayment. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) If, on any date on which Subject to Section 2.10 and the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a)Fee Letter, 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 Company Borrowers may, from time to time, upon irrevocable notice from the Lead Borrower to the 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 Agent not later than 10:30 11:00 a.m. (Chicago time) on the three Business Days prior to any date of prepayment, with respect to prepayments prepayment of Base Rate Term Loans, ; and one Business Day prior to the proposed date (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Term Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 1,000,000 or a higher integral whole multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not excess thereof. Each such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaidprepayment. The Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyLead Borrower, the Company Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If, as a result of an inspection allowed by Section 6.01(b), the Outstanding Amount exceeds forty-five percent (45%) of the Appraised Value of Intellectual Property, the Borrowers shall immediately prepay the Term Loan in an amount equal to such excess. (c) Any prepayment of Eurodollar Loans shall include accrued interest Subject to the date terms of prepayment 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 the amount prepaid and any amounts required pursuant to Section 3.4account of a Prepayment Event immediately upon receipt thereof by such Loan Party. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of LIBOR Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed LIBOR Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower 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 Eurodollar Loans a LIBOR Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.43.5. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (db) Bid If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Revolving Loans may and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be voluntarily prepaidrequired to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the Revolving Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

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 Company Borrower may, from time to time, upon irrevocable at least three (3) Business Days’ prior notice to the Agent not later than 10:30 a.m. (Chicago time) on Lender, prepay, the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include part with accrued interest to the date of such prepayment on the amount prepaid and prepaid, provided that each partial payment shall be in a principal amount of not less than One Million Dollars ($1,000,000). (b) Within fifteen (15) days following a Change of Control, the Borrower shall notify the Lender in writing of such Change of Control. The Lender shall have the right to require the Borrower to prepay all or any amounts required pursuant portion of the Loans on the date that is forty-five (45) days following the occurrence of a Change of Control (each, a “Change of Control Payment Date”), by giving the Borrower written notice of such election no later than ten (10) days prior to Section 3.4the Change of Control Payment Date. The Borrower shall prepay, the elected portion of the Loans at 100% of the principal amount thereof, together with accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall make such payment to the Lender on the Change of Control Payment Date. (c) If, as a result of the application of funds held in the Cash Collateral Account to Obligations other than principal or the LIBO Rate Portion of interest in accordance with the Loan Documents, the amount of funds held in the Cash Collateral Account at any time is less than 100% of the aggregate principal amount of the Loans outstanding at such time, then the Borrower shall within two (2) Business Days thereafter either, at the Borrower’s option, prepay the Loans and/or deposit Unrestricted Cash into the Cash Collateral Account in an aggregate amount equal to any such shortfall. Any failure to prepay the Loan or deposit sufficient Unrestricted Cash will be deemed to constitute a failure to pay principal on the second (2nd) Business Day following the date upon which the Borrower’s prepayment obligation and/or deposit obligation first arises. (d) Bid The Lender shall have the right to require the Borrower to prepay all or any portion of the Loans may not be voluntarily on November 16, 2012 or November 14, 2014 (each, a “Put Date”), by giving the Borrower written notice of such election no later than thirty (30) days prior to the applicable Put Date. If the Borrower receives any such election notices, the Borrower shall prepay, the elected portion of the Loans at 100% of the principal amount thereof, together with accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall make such payment to the Lender on the applicable Put Date.

Prepayments. (a) IfThe Borrowers may, on any date on which upon notice from 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 Borrower Agent to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans under the Revolving Credit Facility in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:30 a.m. 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans ; (ii) any prepayment shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 2,000,000 or a higher integral whole multiple of $1,000,000 (provided that in excess thereof or the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding entire principal amount of all Base Rate Loans will be an integral multiple of $1,000,000)thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and prepayment, the Committed Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ▇▇▇▇▇▇’s ratable share of such prepayment. If such notice is given by the CompanyBorrower Agent, the Company any Borrower 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 Eurodollar Loans a Term SOFR Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.44.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their Pro Rata Shares. (b) The Borrowers may, upon notice by the Borrower Agent 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 60 #500021837_v16 (c) If for any reason the Total Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect, the Borrowers shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Loans and Swing Line Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. (d) Bid In addition to any optional payments of principal of the Revolving Loans may not effected under subsection (a) above, if a Dominion Trigger Period then exists, no later than 30 calendar days following the receipt of any Net Cash Proceeds from any Disposition of Collateral permitted by Section 8.05(g), the Borrower Agent shall deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds and the Borrowers shall make, or shall cause the Borrower Agent to make, a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds. (e) Any prepayment of a Term SOFR Loan under this Section 2.06 shall be voluntarily prepaidaccompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each prepayment under this Section 2.06 shall be applied to the Loans of the applicable Lenders in accordance with their Pro Rata Shares.

Prepayments. (a) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans (or, in connection with the termination of the Aggregate Commitments pursuant to Section 2.05, such later date as may be agreed to by the Administrative Agent) and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 1,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Any prepayment of Eurodollar Loans shall include accrued interest Except with respect to the date of prepayment on the amount prepaid and any amounts required (i) a Special Redetermination pursuant to Section 3.4. 2.13(c) or (dii) Bid a Borrowing Base adjustment pursuant to Section 2.13(d) or 2.13(e), in the event a Borrowing Base Deficiency exists after giving effect to any Redetermination, the Borrower shall, within ten (10) days following notice thereof from the Administrative Agent, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of the Loans may in an amount equal to the entire amount of such Borrowing Base Deficiency within thirty (30) days after the date on which the Borrower provides the Election Notice to the Administrative Agent (the “Election Date”), (2) eliminate such Borrowing Base Deficiency by making six (6) consecutive mandatory prepayments of the Loans, each of which shall be in an amount equal to one-sixth (1/6th) of the amount of such Borrowing Base Deficiency, commencing on the first Monthly Date following the applicable Election Date and continuing on each of the five next succeeding Monthly Dates thereafter, and in connection therewith, the Credit Parties shall (A) dedicate a sufficient amount (as determined by the Administrative Agent in its sole discretion) of the monthly cash flow from the Credit Parties’ oil and gas properties to satisfy such payments, and (B) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to the Administrative Agent which the Administrative Agent may, in its discretion, require with respect thereto, or (3) within thirty (30) days following the applicable Election Date, submit additional oil and gas properties owned by the Credit Parties for consideration in connection with the redetermination of the Borrowing Base which Administrative Agent and Required Lenders deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency. If a Borrowing Base Deficiency on any Election Date cannot be voluntarily prepaideliminated pursuant to this Section 2.04(c) by prepayment of the Loans in full (as a result of outstanding L/C Obligations on such Election Date), on up to six Monthly Dates immediately following such Election Date, the Borrower shall also deposit cash with the Administrative Agent, to be held by the Administrative Agent to secure outstanding L/C Obligations in the manner contemplated by Section 2.03, in an amount on each such Monthly Date at least equal to one sixth (1/6th) of the balance of such Borrowing Base Deficiency (i.e., one-sixth of the difference between the Borrowing Base Deficiency on such Election Date and the remaining outstanding principal amount of the Loans on such Election Date), until the aggregate amount of cash so deposited with the Administrative Agent equals the balance of such Borrowing Base Deficiency. In the event a Borrowing Base Deficiency shall occur (or an increase in any pre-existing Borrowing Base Deficiency shall occur) as a result of a Special Redetermination pursuant to Section 2.13(c), the Borrower shall be required to make a mandatory prepayment of the Loans within thirty (30) days following receipt of notice of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency) in an amount equal to the amount of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency).

Prepayments. (a) IfThe Borrower may, upon at least one Business Day's prior notice to the Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Loans in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; PROVIDED, HOWEVER, that any date on which such prepayment shall be applied first to the Aggregate Commitment Amount is required Swing Loans outstanding and then to the Revolving Credit Loans outstanding; and PROVIDED FURTHER that each partial prepayment shall be in 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 the Loans specified to be reduced prepaid shall become due and payable on the date specified for such prepayment. The notice requirement in this SECTION 2.6(a) shall not apply to any application of available funds pursuant to subsection 2.7(aSECTION 2.6(c). (i) Upon receipt by the Borrower or any Subsidiary of the Borrower of Asset Sale Proceeds, the Borrower shall forthwith prepay, in an amount equal to such Asset Sale Proceeds, the Swing Loans outstanding and, if no Swing Loans are outstanding (determined after the foregoing application), the Revolving Credit Loans outstanding, together with accrued and unpaid interest due and payable to the date of such prepayment. (ii) If at any time (A) the sum of the aggregate principal amount of all the outstanding Swing Loans, Revolving Credit Loans and Letter of Credit Obligations exceeds the Commitments at such time or (whether Committed B) a Borrowing Base Deficiency exists, the Borrower shall forthwith prepay the Swing Loans or Bid Loans) would exceed the Aggregate Commitment Amount after giving effect to such reduction, then the Company shall make outstanding in an immediate repayment of outstanding Committed Loans in a principal amount equal to such excess (rounded upwardexcess, 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 Loanstogether with accrued and unpaid interest thereon, and, second, to prepay Eurodollar if there are no Swing Loans (in outstanding or if such order as the Company shall specify). If after prepayment of all Committed Loansdoes not eliminate such excess, the aggregate principal 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 all outstanding Loans would exceed the Aggregate Commitment Amount after giving effect to the applicable reductionsuch excess, the Company which funds shall deposit with the Agent, to be held by the Agent as cash collateral for the Obligations, an amount sufficient on terms satisfactory to eliminate such excess, and the Agent shall apply as long as and to the extent such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15excess exists. (bc) The Company mayBorrower agrees that all available funds in the Cash Collateral Account shall be applied (i) FIRST, from time to time, upon irrevocable notice accrued and unpaid interest on the Loans to the Agent not later than 10:30 a.m. extent then due and payable, (Chicago timeii) on the date of prepaymentNEXT, with respect to prepayments of Base Rate Loanspro rata, and one Business Day prior to the proposed date amount of prepaymentthe Swing Loans and any Reimbursement Obligations then outstanding, with respect (iii) NEXT, to Eurodollar Loans, ratably prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate the Revolving Credit Loans will and Loans deemed to be an integral multiple made by the Lenders pursuant to SECTION 2.16(m) and (iv) LAST, to any other Obligations then due and payable, then on any Business Day that any funds are on deposit in the Cash Collateral Account and no Default or Event of $1,000,000)Default has occurred, the Borrower may direct the Agent to disburse such funds to the Borrower's disbursement account. Such notice of prepayment The Borrower shall specify utilize funds on deposit in the date and amount of such prepayment and Cash Collateral Account that are available to it pursuant to the Committed terms hereof prior to requesting Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinmade hereunder. (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $5,000,000 or a whole multiple of $1,000,000)1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's ’s Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower 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 Loans Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and thereon, together with any additional amounts required pursuant to Section 3.43.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (db) Bid If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans may and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be voluntarily prepaidrequired to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower 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, subject to the payment of any funding indemnification amounts required by Section 3.6 but without penalty or premium, (i) all of a Term SOFR Advance, or (ii) 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 $5,000,000) any portion of a Term SOFR Advance. (b) 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 the avoidance of doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Borrowing Base on which such Business Day), prepay Loans and/or Cash Collateralize Letter of Credit Obligations in accordance with this Section 2.6(b) such that (i) Borrowing Base Debt is equal to or less than the Aggregate Commitment Amount is required Borrowing Base or (ii) all Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be reduced applied in connection with prepayments made 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 this Section 2.6 shall be applied, first, to prepay Base Rate 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 a cash collateral account established with the Administrative Agent for the benefit of the 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 pursuant to this Section 2.6(b) shall be made, first, to ABR Loans and, second, to prepay Eurodollar Loans (in such order as the Company shall specify). If after prepayment of all Committed Term SOFR 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) If, on any date on which the Aggregate Commitment Amount is required Subject 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 reductionSECTION 4.04, 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 Company may, at any time or from time to 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 10:30 a.m. 12:00 p.m. (Chicago time) on the date of prepaymentprepayment date, with respect to prepayments in the case of Base Rate Loans, and one Business Day prior to prepay Revolving Loans ratably among the proposed date of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans Lenders in whole or in part, in minimum Dollar Equivalent amounts of $5,000,000 500,000 or a higher integral any Dollar Equivalent multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans 100,000 in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000)excess thereof. Such notice of prepayment shall specify the date and amount of such prepayment and whether such prepayment is of Base Rate Loans or Offshore Rate Loans, or any combination thereof, and the Committed Loans to Applicable Currency. Such notice shall not thereafter be prepaid. The revocable by the Company and the Co-Administrative Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment , together, in the case of Eurodollar Loans shall include Offshore Rate Loans, with accrued interest to the each such date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4SECTION 4.04. (db) Bid Subject to SECTION 4.04, if on any 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 (but in no event later than three (3) Business Days following receipt of such notice) 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 be voluntarily prepaidexceed the combined Commitments. (c) Subject to SECTION 4.04, if on any date the Effective Amount of all Revolving Loans and Swing Line Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, 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.

Prepayments. (a) IfThe Borrower may, on any date on which upon at least four (4) Business Days notice to the Aggregate Commitment Amount is required Agent and the Lenders received by 10:00 A.M. New York time, and subject always to be reduced pursuant to subsection 2.7(athe requirements of Section 8.04(b), prepay, pro rata, the aggregate principal outstanding amount of all each A Advance including outstanding Loans (whether Committed Loans amounts under Term Notes, in whole or Bid Loans) would exceed in part, together, in each case, with accrued interest to the Aggregate Commitment Amount after giving effect to date of such reductionprepayment on the amount prepaid, then the Company provided that no such partial prepayment shall make an immediate repayment of outstanding Committed Loans be in a principal amount equal to such excess of less than Twenty Million Dollars (rounded upward, if necessary, to an $20,000,000) and integral multiple multiples of One Million Dollars ($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 2.15excess thereof. (b) The Company 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 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 (c) of this Section 2.06, the Borrower may prepay such Advance, without penalty, at any time upon five (5) Business Days notice. If despite such Lender's compliance with the 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. (d) 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 Borrower may, from time to time, upon irrevocable at least four (4) Business Days notice to the Agent not later than 10:30 a.m. (Chicago and the Lenders, prepay at any time) on , pro rata, the date outstanding principal amount of prepaymenteach Advance, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include together with accrued interest to the date of prepayment on the amount prepaid and all other amounts then payable to the Lenders by the Borrower; provided, that 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 amounts required pursuant portion of any Advance made by any Lender that is not any Affected Lender); provided further, that if the rate of Taxes with respect to Section 3.4. any Affected Lender is higher than with respect to another Affected Lender, the Borrower may prepay any portion of the Advance made by the former Affected Lender without prepaying any portion of the Advance made by the latter Affected Lender. The Agent shall give prompt written notice to the Lenders of any prepayments made under this paragraph (d) Bid Loans may not be voluntarily prepaid).

Prepayments. Subject to Sections 3.03 through 3.18 hereof: (a) The Borrower may prepay the Tranche B Base Rate Loans upon one (1) Business Day's prior notice to the Agent (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 least $1,000,000 or the remaining aggregate principal balance outstanding on the Tranche B Notes) and may be revocable or irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay all or any portion of Tranche B Eurodollar Loans upon not less than three (3) Business Day's prior notice to the Agent (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 least $1,000,000 or the remaining aggregate principal balance outstanding on the Tranche B Notes) and may be revocable or irrevocable and effective only upon receipt by the Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. In addition, prepayments of Tranche B Eurodollar Loans shall be subject to the terms of Section 5.05; (b) If, on at any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a)time, the outstanding aggregate principal amount of all outstanding the Tranche B Loans (whether Committed Loans or Bid Loans) would exceed plus the Tranche B LC Exposure exceeds either the Aggregate Commitment Amount after giving effect to Tranche B Commitments or the Aggregate Maximum Tranche B Credit Amounts, the Borrower shall (i) prepay the Tranche B Loans on the date of such reduction, then the Company shall make termination or reduction in an immediate repayment of outstanding Committed Loans in a aggregate principal amount equal to such excess (rounded upwardthe excess, if necessary, to an integral multiple of $1,000,000) or, if less, in together with interest accrued on 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 pre-paid 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and (ii) if any excess remains after prepaying all of the Committed Loans Tranche B Loans, pay to the Agent on behalf of the Lenders an amount equal to the excess to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by held as cash collateral in the Company, the Company shall make such prepayment and the payment amount specified Collateral Account as provided in such notice shall be due and payable on the date specified therein.Section 2.10(b) hereof; (c) Any prepayment of Eurodollar Loans The Borrower shall include accrued interest instruct Halliburton to pay all Initial Participation Payments to the date Collateral Account. The Agent shall hold each such payment at the direction of prepayment on the amount prepaid Borrower, except to the extent that the Aggregate Tranche B Commitments or the Aggregate Maximum Tranche B Credit Amounts are or would be less than the outstanding Tranche B Indebtedness at the time of the receipt by the Agent of an Initial Participation Payment, in which case the Borrower hereby authorizes and any amounts instructs the Agent to immediately apply all or a portion of such Initial Participation Payment to the repayment of Tranche B Indebtedness or to deposit same as cash collateral in the Collateral Account, as the case may be, as required pursuant to by Section 3.4.2.07(b) so that the outstanding Tranche B Indebtedness does not exceed either the Aggregate Tranche B Commitments or the Aggregate Maximum Tranche B Credit Amounts at the time of such Initial Participation Payment; and (d) Bid Prepayments permitted or required under this Section 2.07 shall be without notice, premium or penalty, except as required under Section 5.05 for prepayment of Tranche B Eurodollar Loans. Any prepayments on the Tranche B Loans may not be voluntarily prepaidreborrowed subject to the then effective Aggregate Maximum Tranche B Credit Amounts.

Prepayments. (a) If, on The Borrower may at 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, time and the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to time prepay the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than (i) 10:00 A.M. on the date of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, in the outstanding principal amount case of all Base Daily Simple SOFR Rate Loans will be an integral multiple Loans, and (ii) 10:00 A.M. three (3) U.S. Government Securities Business Days prior thereto, in the case of $1,000,000). Such Term SOFR Rate Loans, which notice of prepayment shall specify the date and amount of such prepayment and prepayment, the Committed Loans Facility to be prepaidprepaid 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. The Agent will promptly notify each Lender of its Upon receipt of any such notice, and of such Lender's Pro Rata Share of such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given by the Companygiven, the Company 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 Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. (b) [Reserved] (c) If, on any date, the Total Revolving Advances outstanding on such date exceed the Total Revolving Commitments in effect on such date, the Borrower immediately shall prepay the outstanding Revolving Advances in the amount of such excess. If, on any date, the Total Term Advances outstanding under the Term Loan I Facility on such date exceed the Total Term Loan Commitments for Term Loan I Facility in effect on such date, the Borrower immediately shall prepay the outstanding Term Advances under the Term Loan I Facility in the amount of such excess. If, on any date, the 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 prepay the 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 of Eurodollar Loans pursuant to this Section 2.5(c) shall include be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts required owing pursuant to Section 3.42.14. (d) Bid 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 Administrative Agent may not determine in its sole discretion, and all such prepayments made under the applicable Facility shall first be voluntarily prepaidapplied 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 earliest expiring Interest Periods).

Prepayments. (a) If, on The Borrower may at 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, time and the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate time prepay 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 or penalty (except as specifically provided in minimum amounts the proviso of $5,000,000 or a higher integral multiple this sentence and in the penultimate sentence of $1,000,000 (provided that this Section 2.07(a)), upon notice delivered to the Company may make a prepayment Administrative Agent no later than 12:00 noon, New York City time, not less than three Business Days prior thereto, in the case of Base Rate Loans EurodollarSOFR Loans, and no later than 12:00 noon, New York City time, on the date of such notice, in an amount the case of ABR Loans, which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid; provided that, if a EurodollarSOFR 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 2.12. The Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent will promptly notify each Lender 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 its prepayment on or prior to the date of such prepayment). Upon receipt of any such notice, and of such Lender's Pro Rata Share of such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given by and not revoked on or prior to the Companydate of prepayment indicated in such notice, the Company 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 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 2.07(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be paid to the appropriate Lenders in accordance with their respective pro 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) 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) Any 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 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 Required Percentage of such Excess Cash Flow minus (ii) to the extent not financed using the proceeds of long-term Debt (it being understood that drawings under the ABL Credit Agreement are not considered to be proceeds of long-term Debt), the amount of any voluntary payments of Term Loans and amounts used to repurchase outstanding principal of Term Loans during such Excess Cash Flow Period (plus, without duplication of any amounts previously deducted under this clause (ii), the amount of any such voluntary payments and amounts so used to repurchase principal of Term Loans after the end of such 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 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 make a payment pursuant to this Section 2.07(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) Amounts to be applied in connection with prepayments of Term Loans pursuant to this Section 2.07 shall be applied to the prepayment of Eurodollar the Term Loans in accordance with Section 2.14(a) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to this Section 2.07, such prepayments shall include 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 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 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 and prepaid. (e) The Borrower shall notify the Administrative Agent in writing of any amounts mandatory prepayment of Term Loans required to be made pursuant to Section 3.42.07(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 frame specified above or such notice fails to specify the 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 accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.07(a). (df) Bid Loans may 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 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 cash will not be voluntarily prepaidrequired to be applied to repay Term Loans at the 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 such time, an amount equal to the amount of such Net 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) If, on The applicable Borrower may at any date on which the Aggregate Commitment Amount is required time and from time 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 time voluntarily prepay 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 Minimum 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, delivering 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 Company may, from time to time, upon irrevocable notice to the Agent Requisite Notice not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaidRequisite Time for prepayments. The Administrative Agent will promptly notify each Lender of its receipt of any such notice, thereof and of such Lender's Pro Rata Share of such prepayment. Each prepayment by a Borrower must be made ratably to all outstanding Committed Loans of such Borrower borrowed on the same day. (b) If such notice is given for any reason either (i) the 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 or (ii) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by the CompanyLenders exceeds the Foreign Currency Limit, then upon written request of the Administrative Agent the Company shall make immediately prepay or cause one or more Foreign Borrowers to immediately prepay Committed Loans sufficient to cure such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinoverage. (c) Any prepayment of Eurodollar Loans an IBOR Loan shall include be accompanied by all accrued interest to thereon, together with the date of prepayment on the amount prepaid and any amounts required pursuant to costs set forth in Section 3.43.05. (d) Bid Competitive Loans may not be voluntarily prepaidprepaid 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 prepayment 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) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Any prepayment of Eurodollar Loans Extraordinary Receipts shall include accrued interest to the date of be immediately applied as a mandatory prepayment on the Loans; provided, however, that prepayments under this Section 2.05(d) shall not be required until the aggregate amount prepaid and any amounts required pursuant to Section 3.4of unapplied Extraordinary Receipts exceeds $5,000,000. (d) Bid Loans may not be voluntarily prepaidThe aggregate amount 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. Subject, in the case of CP Rate Loans and Eurodollar Loans, to the funding indemnification provisions of Section 4.3: (a) IfThe Borrower may from time to time prepay, on any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a)without penalty or premium, the all outstanding Loans, or, in a minimum aggregate principal amount of all outstanding Loans $2,000,000 (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 larger integral multiple of $1,000,000), any portion of the outstanding Loans upon two Business Days' prior written notice to the Co-Agents (each, a "PREPAYMENT NOTICE"), PROVIDED THAT each such prepayment of principal is accompanied by a payment of all accrued and unpaid interest thereon and is made ratably amongst the Lenders; (b) orIf on any Business Day, if less, in the aggregate outstanding principal amount of all outstanding Committed Loans. Any Blue Ridge's Loans and the Liquidity Fundings made by Blue Ridge's Liquidity Banks exceeds the Blue Ridge Allocation Limit, the Borrower shall prepay such prepayment shall be applied, first, to prepay Base Rate Loans, andwithout premium or penalty, 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 by initiating a wire transfer to the applicable reduction, Blue Ridge Co-Agent not later than 11:00 a.m. (New York City time) on the Company shall deposit with the Agent, to be held by the Agent as cash collateral for the Obligations, second Business Day thereafter in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid; (c) If on any Business Day, the aggregate outstanding principal amount of Falcon's Loans and the Agent Liquidity Fundings made by Falcon's Liquidity Banks exceeds the Falcon Allocation Limit, the Borrower shall apply prepay such funds to repay Bid Loans as they mature Loans, without premium or as otherwise provided in Section 2.15. (b) The Company maypenalty, from time to time, upon irrevocable notice by initiating a wire transfer to the Falcon Co-Agent not later than 10:30 11:00 a.m. (Chicago New York City time) on the second Business Day thereafter in an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid; and (d) Upon receipt of any wire transfer pursuant to SECTION 1.5(b) or (c), the applicable Co-Agent shall initiate a wire transfer to each of its constituent Lenders of their respective shares thereof not later than 11:00 a.m. (New York City time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinwhen received. (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrower shall have the right at any time and from time to time to prepay any Base Rate Loan, in whole or in part on any date on which one Banking Day's notice to the Aggregate Commitment Amount is required to Agent; provided, however, that each such partial prepayment of a Base Rate Loan shall be reduced pursuant to subsection 2.7(a), the in a minimum 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) 200,000 or, if lessgreater in amounts which are integral multiples of $50,000. Except as required by paragraph (b) or (c) below or on the last day of an Interest Period with respect thereto, in the aggregate principal amount of all outstanding Committed Loans. Any such prepayment Borrower shall not be applied, first, permitted to prepay Base Rate LIBOR 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 Company mayIn the event that the Aggregate Outstandings exceed the lesser of the then applicable Borrowing Base, from or the Total Commitments at any time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day prior to the proposed date Revolving Credit Termination Date, the Borrower shall promptly pay or prepay so much of prepayment, with respect to Eurodollar Loans, ratably prepay Committed the Revolving Credit Loans outstanding as shall be necessary in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided order that the Company may make a prepayment Aggregate Outstandings will not exceed the lesser of the Borrowing Base Rate Loans or the Total Commitments then in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000)effect. Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice All prepayments under this subparagraph shall be due and payable on the date specified thereinsubject to Section 4.1. (c) Any prepayment Unless otherwise agreed by the Banks in writing, the Borrower shall be required to pay or prepay Revolving Credit Loans outstanding with (i) 80% of Eurodollar Loans shall include accrued interest the proceeds of the issuance by the Borrower or any Guarantor of additional equity, other than proceeds received upon the exercise of stock options or the issuance of additional equity by any Guarantor to the date Borrower or any other Guarantor; (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; (iv) 100% of the net proceeds of a financing of any Eligible Property; (v) such proceeds as may be paid as a result of a casualty or condemnation, if required under Sections 7.11 or 7.12 of this Agreement, or (vi) 100% of the net proceeds of a sale of any Operating Company permitted in accordance with the terms of Section 8.4 hereof; provided, however, that the Borrower shall 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 $2,000,000.00. All prepayments under this paragraph shall be subject to Section 4. 1. To the extent any prepayment on pursuant to this Section 3.2(c) would result in the amount prepaid and any Borrower being obligated to pay amounts required to the Banks pursuant to Section 3.44.1, then provided that no Default or Event of Default has occurred and is continuing, at the Borrower's election the proceeds from any of the foregoing events shall be deposited in an interest-bearing account owned by the Bank to be applied to reduce the outstanding Revolving Credit Loans upon expiration of the relevant Interest Periods. The interest earned on such amounts shall be for the Borrower's account and, in the absence of a Default or Event of Default, shall be credited by the Agent to the Borrower's account. (d) Bid All payments required by paragraphs (b) or (c) above shall be made to the Agent for the benefit of the Banks in accordance with their respective Commitment Proportions and shall be applied as follows: first, to outstanding Base Rate Loans may not 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 3.2 shall be voluntarily prepaidaccompanied by the payment of all accrued interest on the amount so prepaid and by all amounts required to be paid pursuant to Section 4.1 in connection therewith.

Prepayments. Subject to the limitation noted below, any Borrower may prepay its Revolving Credit Loans upon at least one (1) Business Day's notice to Agent in the case of Chase Manhattan Bank Rate Loans, and at least three (3) Business Day's notice to Agent in the case of Libor Rate Loans, in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, PROVIDED that (a) Ifeach partial prepayment shall be in the case of a Libor Rate Loan, 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 of not less than One Million Dollars (rounded upward, if necessary, to an integral multiple of $1,000,000) orand integral multiples of One Hundred Thousand Dollars ($100,000); and (b) 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 and FiberMark or any Borrower shall obtain an alternative commitment from another lender for financing, if lessall Borrowers shall prepay all Revolving Credit Loans in whole with accrued interest to the date of such cancellation and in addition, unless such cancellation is in connection with (i) an offering of senior notes registered under the Securities Exchange Act of 1934, as amended, or (ii) an Asset Acquisition (as defined 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 specifyIndenture). If after prepayment of all Committed Loans, the aggregate principal amount of all outstanding Loans would exceed the Aggregate Commitment Amount after giving effect Borrowers shall pay to the applicable reduction, the Company shall deposit with the Agent, to be held by the Agent as cash collateral for the Obligationsratable account of each Lender, an a fee ("Prepayment Fee") in the amount sufficient to eliminate such excess, and of 1% of the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to Revolving Credit Facility. To the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, extent the outstanding principal amount of all Base Rate the Revolving Credit Loans will be taken together exceeds the Borrowing Base, the Borrower shall prepay such Revolving Credit Loans in an integral multiple amount equal to the excess of $1,000,000). Such notice of prepayment shall specify the date and aggregate outstanding principal amount of such prepayment and Revolving Credit Loans over the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinthen effective Borrowing Base. (c) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfEach Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative Agent, to be held by the Agent as cash collateral for the Obligations, an amount sufficient to eliminate such excess, at any time and the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (i) such notice to must be received by the Administrative Agent not later than 10:30 a.m. 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Offshore Currency Loans, (B) three Business Days prior to any date of prepayment of LIBOR Rate Loans denominated in Dollars and (C) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed LIBOR Rate Loans shall be in whole or in part, in minimum amounts a principal Dollar Equivalent amount of $5,000,000 or a higher integral multiple of $1,000,000 of the Applicable Currency; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an $500,000 or a higher integral multiple of $1,000,000)100,000 or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid, and the Applicable Currency. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's ’s Pro Rata Share of such prepayment. If such notice is given by the Companyany Borrower, the Company 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 LIBOR Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amount required pursuant to Section 3.04. Each such prepayment shall be applied to the applicable Loans of the Lenders in accordance with their respective applicable Pro Rata Shares. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect (for any reason other than a change in currency (c) Any prepayment If on any Revaluation Date the Administrative Agent shall have determined that the Total Outstandings exceed the Aggregate Revolving Credit Commitments by a Dollar Equivalent amount of Eurodollar Loans more than $1,000,000, due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall include accrued interest give notice to the date Borrowers that a prepayment is required under this Section 2.06(c), and the Borrowers agree thereupon to make prepayments of Revolving Loans and/or Cash Collateralize the L/C Obligations within one Business Day of such notice such that, after giving effect to such prepayment on the amount prepaid and any amounts required pursuant to Section 3.4Total Outstandings do not exceed the Aggregate Revolving Credit Commitments. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) If, on No portion of the LIBOR Based Rate Loans may be prepaid at any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a), the aggregate principal amount of time unless Borrowers first satisfy in full all outstanding Loans (whether Committed Loans or Bid Loans) would exceed the Aggregate Commitment Amount after giving effect to obligations under Section 2.12 below arising from 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 2.15prepayment. (b) The Company may, Term Loan Based Rate Loans may be prepaid at any time and from time to time, upon irrevocable one (1) Business Days' notice to the Agent not later than 10:30 a.m. Agent, in whole or in part without premium or penalty. (Chicago timei) Borrowers shall, on the date of prepaymentthe receipt of 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 Net Proceeds in excess 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 prepayments of Base Rate Loansthe Hagerstown Facility), 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans Term Loan A in an amount which is not such an integral multiple if, after giving effect equal to such prepaymentexcess. 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 outstanding 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 amount balance of all Base Rate Loans will be an integral multiple of Term Loan A has been reduced to Four Million Dollars ($1,000,0004,000,000.00). Such notice of , such annual prepayment shall specify the date and amount be reduced to fifty percent (50%) of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such LenderBorrower's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice Net Free Cash Flow. (B) Prepayments under this Section 2.10(c)(iv) shall be due and payable in the fiscal year immediately succeeding the year for which the calculation of Net Free Cash Flow is based as follows: (1) If the amount of 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 the date specified thereinApril 1. (c2) Any prepayment of Eurodollar Loans shall include accrued interest to the date of prepayment on If the amount prepaid of the prepayment is 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 prepayment shall be paid on April 1 and any amounts required pursuant to Section 3.4the balance on August 1. (3) If the amount of the prepayment is greater than Three Million dollars ($3,000,000.00), then fifty percent (50%) of the prepayment shall be paid on April 1 and the balance on August 1. (d) Bid All prepayments of every kind on account of either of the Term Loans may not shall be voluntarily prepaidapplied to the principal balance thereof in the inverse order of maturity. (e) Subject to Sections 2.10(c) and (d), all prepayments on account of either of the Term Loans shall be applied as directed by Borrowers but, if no direction is given, first to the principal balance of Base Rate Loans and then to the principal balance of LIBOR Based Rate Loans in inverse order of maturity.

Prepayments. (a) IfBorrowers may, on upon notice to 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 Administrative Agent not later than 11:00 a.m., Central Time, two Business Days prior to any date on which the Aggregate Commitment Amount is required to of prepayment of Loans and (ii) any prepayment shall 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 of $100,000 or a greater integral multiple of $1,000,000) 100,000, or, if less, in the aggregate entire principal amount of all outstanding Committed Loansthereof then outstanding. Any Each 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrowers, the Company 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 shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. (b) Except as provided in the last sentence of this Section 2.05(b) and in Section 2.05(c) below, if for any reason (including a redetermination of the Borrowing Base) a Loan Excess exists, Borrowers shall, after Borrowers’ receipt of written notice from the Administrative Agent regarding such Loan Excess, take any of the following actions (and the failure of Borrowers to take such actions to remedy such Loan Excess shall constitute an Event of Default): (i) prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such Loan Excess within thirty days after the date such excess notice is received by Borrowers from the Administrative Agent, (ii) add to the Borrowing Base Oil and Gas Properties additional Oil and Gas Properties of Borrowers or another Loan Party sufficient in value, as determined pursuant to Section 2.04, to eliminate such Loan Excess within thirty days after the date such excess notice is received by Borrowers from the Administrative Agent or (iii) elect by written notice delivered to the Administrative Agent by Borrowers within twenty days after Borrowers’ receipt of Administrative Agent’s excess notice to repay the Loan Excess in not more than three installments, each in the amount of at least one third (1/3) of the original amount of the Loan Excess (or the remaining unpaid balance of such Loan Excess, if less than one third thereof remains), pay the first of such three installments on the date that is thirty days after the date such written notice is received by Borrowers from the Administrative Agent, and pay each of the next two installments on or before the expiration of thirty days and sixty days, respectively, after the date that the first installment is due. Notwithstanding the foregoing, however, any Loan Excess that results or would result from an automatic reduction in the Borrowing Base due to the application of the Monthly Borrowing Base Reduction shall be due and shall be repaid by Borrowers on or before the occurrence of such Loan Excess. (c) Any prepayment On each date on which Loan Parties makes a Disposition of Eurodollar Loans any of the Borrowing Base Oil and Gas Properties as permitted hereunder, the Borrowing Base shall include accrued interest be automatically reduced to the date maximum Loan amount (determined in accordance with the procedures for determining the Borrowing Base) of prepayment on the amount prepaid remaining Borrowing Base Oil and any amounts Gas Properties, and Borrowers shall be required immediately to make the prepayment, if any, required pursuant to Section 3.42.05(b). This Section 2.05(c) shall not be deemed a consent of Administrative Agent to any such Disposition of any Borrowing Base Oil and Gas Properties. (d) Bid Upon the Required Number of days written notice to the Administrative Agent, the Borrowers may voluntarily convert any Base Rate Loan into a Eurodollar Loan or any Eurodollar Loan into a Base Rate Loan, as applicable, prior to the termination of the applicable Interest Period in whole or in part, from time to time. Any conversion of Base Rate Loans may shall be made in the sum of not less than $100,000, and any conversion of Eurodollar Loans shall be made in the sum of not less than $100,000 or any $100,000 increment in addition thereto. With respect to any such conversion of any Eurodollar Loan the Borrowers agree to pay to the Banks upon the request of the Administrative Agent such amount or amounts as will compensate the Banks for Breakage Costs. The payment of any such Breakage Costs to the Banks shall be made within thirty (30) days of a request therefor from Administrative Agent; provided that such request is made within ninety (90) days of such conversion. If the Eurodollar Rate cannot be voluntarily prepaiddetermined on the date of such conversion, the Administrative Agent shall calculate the Eurodollar Rate by interpolating the Eurodollar Rate in effect immediately prior to the conversion and the Eurodollar Rate in effect immediately after the conversion.

Prepayments. (a) IfThe Borrowers may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 8:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's ’s Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrowers, the Company Borrowers 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 Loans Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and thereon, together with any additional amounts required pursuant to Section 3.43.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (db) Bid If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans may and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be voluntarily prepaidrequired to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans (or, in connection with the termination of the Aggregate Commitments pursuant to Section 2.05, such later date as may be agreed to by the Administrative Agent) and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 1,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Any prepayment of Eurodollar Loans shall include accrued interest Except with respect to the date of prepayment on the amount prepaid and any amounts required (i) a Special Redetermination pursuant to Section 3.4. 2.13(c) or (dii) Bid a Borrowing Base adjustment pursuant to Section 2.13(d), in the event a Borrowing Base Deficiency exists after giving effect to any Redetermination, the Borrower shall, within ten (10) days following notice thereof from the Administrative Agent, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of the Loans may in an amount equal to the entire amount of such Borrowing Base Deficiency within thirty (30) days after the date on which the Borrower provides the Election Notice to the Administrative Agent (the “Election Date”), (2) eliminate such Borrowing Base Deficiency by making six (6) consecutive mandatory prepayments of the Loans, each of which shall be in an amount equal to one-sixth (1/6th) of the amount of such Borrowing Base Deficiency, commencing on the first Monthly Date following the applicable Election Date and continuing on each of the five next succeeding Monthly Dates thereafter, and in connection therewith, the Credit Parties shall (A) dedicate a sufficient amount (as determined by the Administrative Agent in its sole discretion) of the monthly cash flow from the Credit Parties’ oil and gas properties to satisfy such payments, and (B) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to the Administrative Agent which the Administrative Agent may, in its discretion, require with respect thereto, or (3) within thirty (30) days following the applicable Election Date, submit additional oil and gas properties owned by the Credit Parties for consideration in connection with the redetermination of the Borrowing Base which Administrative Agent and Required Lenders deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency. If a Borrowing Base Deficiency on any Election Date cannot be voluntarily prepaideliminated pursuant to this Section 2.04(c) by prepayment of the Loans in full (as a result of outstanding L/C Obligations on such Election Date), on up to six Monthly Dates immediately following such Election Date, the Borrower shall also deposit cash with the Administrative Agent, to be held by the Administrative Agent to secure outstanding L/C Obligations in the manner contemplated by Section 2.03, in an amount on each such Monthly Date at least equal to one sixth (1/6th) of the balance of such Borrowing Base Deficiency (i.e., one-sixth of the difference between the Borrowing Base Deficiency on such Election Date and the remaining outstanding principal amount of the Loans on such Election Date), until the aggregate amount of cash so deposited with the Administrative Agent equals the balance of such Borrowing Base Deficiency. In the event a Borrowing Base Deficiency shall occur (or an increase in any pre-existing Borrowing Base Deficiency shall occur) as a result of a Special Redetermination pursuant to Section 2.13(c), the Borrower shall be required to make a mandatory prepayment of the Loans within thirty (30) days following receipt of notice of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency) in an amount equal to the amount of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency).

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) If“Agreement”). This Promissory Note is defined in the Agreement as “Note No. 3”. Unless otherwise defined herein, on any date on which all words and phrases with their initial letter capitalized shall be afforded the Aggregate Commitment Amount is required 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 to be reduced pursuant the Lender with respect 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 lessthis Note, in the aggregate principal amount absence of all outstanding Committed Loansmanifest error. Any such prepayment All payments made upon this Note shall be appliedapplied first to the outstanding accrued interest, firstif any, through the date of payment and the balance, if any, to prepay Base Rate Loansthe 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, andand as often as, secondthis 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 prepay Eurodollar Loans 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 (in such order any of the foregoing being hereinafter referred to as the Company shall specify“Default”). If after prepayment Upon Default (i) this Note and all other liabilities together with all accrued but unpaid interest hereon and thereon, at the option of all Committed Loansthe Lender, the aggregate principal amount and without notice, demand or presentment, or notice of all outstanding Loans would exceed the Aggregate Commitment Amount after giving effect intent to accelerate to the applicable reductionBorrowers or any other person or party, the Company shall deposit with the Agent, to may be held by the Agent as cash collateral for the Obligations, an amount sufficient to eliminate such excessdeclared, and thereupon immediately shall become, due and payable; and (ii) the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company mayLender may exercise, from time to time, upon irrevocable notice 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 in the State of Oklahoma, and the right to foreclose any and all liens and security interests securing this Note. Notwithstanding anything herein or in the Agreement to the Agent contrary, this Note and all other liabilities of Borrowers to Lender, at the option of Lender, may be accelerated, without notice or 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 later 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 (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than 10:30 a.m. under state law) and that this section shall control every other covenant and agreement in this Note and the other Loan Documents. If the applicable law (Chicago timestate 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 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 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 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 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 this Note and shall be entitled to enforce all rights, remedies, and other benefits which shall or may inure to the benefit of 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 (as of the date of prepaymentthis Note) to the enforcement thereof, with respect to prepayments of Base Rate Loanswhether denominated as affirmative defense, offset, counterclaim, or otherwise, and one Business Day prior to whether at Saw or in equity. Borrowers hereby waive all defenses (existing as of the proposed date of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans in whole this Note and/or based upon acts or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include accrued interest omissions occurring prior to the date of prepayment on this Note) to the amount prepaid and any amounts required pursuant to Section 3.4enforcement of this Note. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfEach Borrower may, upon notice to the Agent, (i) before 10:00 a.m. (New York City time) for Base Rate Advances on any the date on which of prepayment and (ii) upon at least two Business Days' notice to the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a)Agent for Eurodollar Rate Advances, stating the proposed date and 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 excessprepayment, and the Agent shall apply if such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company maynotice is given such Borrower shall, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple the Revolving Credit Advances comprising part of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such noticesame Revolving Credit Borrowing in whole or ratably in part, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant Section 8.4(c) as a result of such prepayment; provided that each prepayment pursuant to this Section 2.5(a) shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Additionally, if at any amounts required 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 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 (after giving effect to such repayment) the 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 the request of such Borrower does not exceed such Bank's Revolving Credit Commitment for such Borrower at such date. (c) At the time of each payment pursuant to Section 3.42.5(b) by a Borrower, such Borrower shall also pay accrued interest to the date of such payment on the 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 LC Cash Collateral Account in respect of such Borrower. (d) Bid Loans may not All ▇▇▇▇▇▇s received by the Collateral Agent pursuant to any Security Document shall be voluntarily prepaidapplied first, to reimburse the Collateral Agent for all costs, fees, expenses and other amounts to the extent provided in such Security Document, second, to ratably pay the principal of and interest of the 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 LC Cash Collateral Accounts to the extent any Letters of Credit are ou▇▇▇▇▇▇▇ng.

Prepayments. (a) IfBorrower may at any time prepay, on any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a)without premium or penalty, the aggregate unpaid principal amount of all outstanding Loans (whether Committed Loans or Bid Loans) would exceed any of the Aggregate Commitment Amount after giving effect to such reduction, then the Company shall make an immediate repayment of outstanding Committed Loans Advances in a principal minimum amount equal to such excess (rounded upward, if necessary, to an $250,000 or integral multiple multiples of $1,000,000) or50,000 in excess thereof. No part of the principal of the Advance under the Term Loan Commitment prepaid may be reborrowed. Principal repaid under the Revolving Commitment may be reborrowed during the Revolving Commitment Period, 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 subject 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 conditions contained in Section 2.15this Agreement. (b) The Company may, from time to If Borrower or any other Credit Party shall at any time, while any Obligations remain outstanding under the Term Loan Facility, receive Net Cash Proceeds from any Asset Sale or Recovery Event, then the entire amount of the Net Cash Proceeds from such Asset Sale or Recovery Event not reinvested in the same or similar property within ninety (90) days after receipt thereof by Borrower or any other Credit Parties shall be paid to Bank promptly upon irrevocable notice to the Agent not later than 10:30 a.m. expiration of such ninety (Chicago time90) on the date of prepayment, with respect to prepayments of Base Rate Loansday period by Borrower or such other Credit Parties, 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a such Net Cash Proceeds shall be applied by Bank towards prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding unpaid principal amount of all Base Rate Loans will be an integral multiple outstanding Term Loan Facility Advances in accordance with paragraph (e) of $1,000,000). Such notice of prepayment shall specify this Section 2.2, and the date and amount balance (if any) of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice Net Cash Proceeds shall be due and payable on the date specified thereincredited to one of Borrower’s Deposit Accounts with Bank in accordance with Borrower’s instructions. (c) Any If Holdings shall at any time, while any Obligations remain outstanding under the Term Loan Facility, receive Net Cash Equity Issuance Proceeds from any Equity Issuance, then one-third (1/3) of the entire amount of such Net Cash Equity Issuance Proceeds shall be paid to Bank promptly upon receipt thereof by Holdings, and such amount of Net Cash Equity Issuance Proceeds shall be applied by Bank towards prepayment of Eurodollar Loans shall include accrued interest to the date unpaid principal of prepayment on the amount prepaid and any amounts required pursuant to all outstanding Term Loan Facility Advances in accordance with paragraph (e) of this Section 3.42.2. (d) Bid Loans may Nothing in paragraphs (b) or (c) of this Section 2.2 shall be construed as a consent of Bank for, or be deemed to permit, any Asset Sale or Equity Issuance not otherwise permitted by this Agreement. (e) Each prepayment of principal of any Advances pursuant to paragraph (b) of this Section 2.2 shall be voluntarily prepaidapplied by Bank towards payment of the remaining scheduled installments of principal of the Advances under the Term Loan Facility pursuant to Section 2.3(a), in the inverse order of the respective maturities of such installments.

Prepayments. (a) IfThe Borrower may, on any date on which upon at least four (4) Business Days notice to the Aggregate Commitment Amount is required Agent and the Lenders received by 10:00 A.M. New York time, and subject always to be reduced pursuant to subsection 2.7(athe requirements of Section 8.04(b), prepay, pro rata, the aggregate principal outstanding amount of all outstanding Loans (whether Committed Loans each A Advance, in whole or Bid Loans) would exceed in part, together, in each case, with accrued interest to the Aggregate Commitment Amount after giving effect to date of such reductionprepayment on the amount prepaid, then the Company provided that no such partial prepayment shall make an immediate repayment of outstanding Committed Loans be in a principal amount equal to such excess of less than Twenty Million Dollars (rounded upward, if necessary, to an $20,000,000) and integral multiple multiples of One Million Dollars ($1,000,000) orif in excess thereof. The outstanding principal balance of A Advances owing each Lender as of December 5, if less, in the aggregate principal amount of all outstanding Committed Loans. Any such prepayment 1995 shall be appliedprepaid in full not later than the first Interest Payment Date of such A Advances falling after December 5, 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 2.151995. (b) The Company 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 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 (c) of this Section 2.06, the Borrower may prepay such Advance, without penalty, at any time upon five (5) Business Days notice. If despite such Lender's compliance with the 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. (d) 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 Borrower may, from time to time, upon irrevocable at least four (4) Business Days notice to the Agent not later than 10:30 a.m. (Chicago and the Lenders, prepay at any time) on , pro rata, the date outstanding principal amount of prepaymenteach Advance, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include together with accrued interest to the date of prepayment on the amount prepaid and all other amounts then payable to the Lenders by the Borrower; provided, that 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 amounts required pursuant portion of any Advance made by any Lender that is not any Affected Lender); provided further, that if the rate of Taxes with respect to Section 3.4. any Affected Lender is higher than with respect to another Affected Lender, the Borrower may prepay any portion of the Advance made by the former Affected Lender without prepaying any portion of the Advance made by the latter Affected Lender. The Agent shall give prompt written notice to the Lenders of any prepayments made under this paragraph (d) Bid Loans may not be voluntarily prepaid).

Prepayments. (a) IfThe Borrower may, on 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 (x) 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 Swing Line Loans, 9:30 A.M. on which the Aggregate Commitment Amount is required to date of prepayment; and (ii) any prepayment (x) of Revolving Credit Loans shall be reduced pursuant to subsection 2.7(a), the aggregate in a minimum principal amount of all outstanding Loans (whether Committed Loans the Borrowing Minimum 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 whole multiple of $1,000,000) the Borrowing Multiple in excess thereof or, if less, the entire principal amount thereof then outstanding and (y) of Swing Line Loans shall be in the aggregate a minimum principal amount of all outstanding Committed Loans. Any such prepayment shall be appliedthe Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or, 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 Loansif less, the aggregate entire 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 thereof then outstanding. Each 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 Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaidInterest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of any each such notice, and of the amount of such Lender's ’s Facility Pro Rata Share of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower 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 Eurodollar Loans a Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.43.05. Each such prepayment shall be applied in accordance with each applicable Lender’s respective Facility Pro Rata Share. (db) Bid If the Administrative Agent notifies the Borrower at any time that the Total Amounts Outstanding at such time exceeds the Aggregate Revolving Credit Loan Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay the Loans may in an aggregate amount sufficient to reduce such Total Amounts Outstanding as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Credit Loan Commitments then in effect. Prepayments under this Section 2.03(b) shall be voluntarily prepaidallocated first to Swing Line Loans, ratably to the Swing Line Lenders according to their respective Applicable Swing Line Loan Percentages, and any excess amount shall then be allocated to Revolving Credit Loans comprising part of the same Revolving Credit Loan Borrowing selected by the Borrower, ratably among the Lenders according to their respective Applicable Revolving Credit Loan Percentages.

Prepayments. (a) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) two Business Days prior to any date of prepayment of Term SOFR Loans, and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Term SOFR Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest AMERICAS/2024050510.8 Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably 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 Eurodollar Loans a Term SOFR Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.43.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (db) Bid If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at any such time exceed an amount equal to 100% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans may and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.15, the Borrower shall not be voluntarily prepaidrequired to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Rate Loans or Quoted Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 2,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) ; provided, however, that, so long as the Borrower has made a good faith attempt to make any such payment on the specified date and such payment is not received on such date by the Administrative Agent solely due to a disruption in the Fedwire funds transfer system or other similar force majeure event, then the applicable due date shall be extended to the first Business Day when such disruption or force majeure event no longer exists. Any prepayment of a Eurodollar Loans Rate Loan or Quoted Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.43.05. Subject to Section 2.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) If, on If at any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a), time the aggregate outstanding principal amount of all outstanding the Loans (whether Committed Loans or Bid Loans) would exceed exceeds the Aggregate Commitment Amount Loan Limit, Borrower shall, within two Business Days 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 written demand by the Agent, to or by any Lender through the Agent, prepay the Loans and/or provide additional Collateral consisting of cash or Alesco Funding Securities or such other Collateral as may be held mutually agreed upon by Borrower and the Agent as cash collateral for the Obligations, an amount having a Value sufficient to eliminate such excess, and provided that if the Agent aggregate outstanding principal amount of the Loans exceeds the Total Commitments, Borrower shall apply immediately prepay the Loans by an amount at least equal to such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15excess. (b) The Company may, Borrower shall not permit any Utilization Period to exceed one hundred and fifty (150) days. Accordingly Borrower shall prepay all outstanding Loans and all accrued interest thereon on the 150th 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 timetime prepay the Loans, in whole or ratably in part, without premium or penalty, upon irrevocable prior notice to the Agent not (who shall promptly notify each Lender thereof, but in no event later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Loans, and one Business Day after the Agent receives such notice), which notice must be received by the Agent prior to 11:00 a.m. three (3) Business Days prior to the proposed prepayment date of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans in whole or in part, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify specifying the date and amount of such prepayment and the Committed Type of Loans to be prepaid; provided that each prepayment of Eurodollar Loans on a day other than the last day of an Interest Period shall require the payment of all amounts payable by Borrower pursuant to Section 3.04. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If Any such notice is given by the Companyshall be irrevocable, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include specified, together with accrued interest to the such date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4prepaid. Partial prepayments of principal shall be in an amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. (d) Bid Partial prepayments of the Loans may not shall be voluntarily prepaidapplied first to Base Rate Loans and then to Eurodollar Loans in such order as will minimize the amount payable by Borrower pursuant to Section 3.04.

Prepayments. (a) IfThe Borrower may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, with respect to prepayments prepayment of Base Rate Loans, and one Business Day prior to the proposed date ; (ii) any prepayment of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Rate Loans shall be in whole or in part, in minimum amounts a principal amount of $5,000,000 1,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of any each such notice, and of the amount of such Lender's Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Any prepayment of Eurodollar Loans shall include accrued interest Except with respect to the date of prepayment on the amount prepaid and any amounts required (i) a Special Redetermination pursuant to Section 3.42.13(c), or (ii) a Borrowing Base adjustment pursuant to Section 2.13(d) or 2.13(e), in the event a Borrowing Base Deficiency exists after giving effect to any Redetermination, the Borrower shall, within ten (10) days following notice thereof from Administrative Agent, provide written notice (the "Election Notice") to Administrative Agent stating the action which the Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of principal on the Loans in an amount equal to the entire amount of such Borrowing Base Deficiency within thirty (30) days of such election, (2) eliminate such Borrowing Base Deficiency by making six (6) consecutive mandatory prepayments of principal on the Loans each of which shall be in the amount of one sixth (1/6th) of the amount of such Borrowing Base Deficiency commencing on the first Monthly Date following the date on which such Borrowing Base Deficiency is determined to exist and continuing on each Monthly Date thereafter, and in connection therewith, the Credit Parties shall (A) dedicate a sufficient amount (as determined by Administrative Agent in its sole discretion) of the monthly cash flow from the Credit Parties' oil and gas properties to satisfy such payments, and (B) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to Administrative Agent which it may, in its discretion, require with respect thereto, or (3) within thirty (30) days following the delivery of such Election Notice submit additional oil and gas properties owned by the Credit Parties for consideration in connection with the redetermination of the Borrowing Base which Administrative Agent and Required Lenders deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency. If a Borrowing Base Deficiency cannot be eliminated pursuant to this Section 2.04(c) by prepayment of the Loans in full (as a result of outstanding L/C Obligations), on each Monthly Date, the Borrower shall also deposit cash with Administrative Agent, to be held by Administrative Agent to secure outstanding L/C Obligations in the manner contemplated by Section 2.03, in an amount at least equal to one sixth (1/6th) of the balance of such Borrowing Base Deficiency (i.e., one-sixth of the difference between the Borrowing Base Deficiency and the remaining outstanding principal under the Loans on the date such Borrowing Base Deficiency is first determined to occur). In the event a Borrowing Base Deficiency shall occur (or an increase in any pre-existing Borrowing Base Deficiency shall occur) as a result of a Special Redetermination pursuant to Section 2.13(c), the Borrower shall be required to make a mandatory prepayment of the Loans within thirty (30) days following receipt of notice of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency) in an amount equal to the amount of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency). (d) Bid Immediately upon the consummation by any Credit Party of any Asset Disposition, the Borrower shall make a mandatory prepayment on the Loans may not in an amount, if any, required to eliminate any Borrowing Base Deficiency. Notwithstanding the foregoing, in the event a Default or Event of Default is in existence on the date of the consummation of any Asset Disposition, all Net Cash Proceeds from any such Asset Disposition shall be voluntarily prepaidapplied as a mandatory prepayment on the Loans. (e) Immediately upon the incurrence by any Credit Party of any Debt described in clause (c) of the definition of Permitted Subordinate Debt, the Borrower shall make a mandatory prepayment on the Loans in an amount, if any, required to eliminate any Borrowing Base Deficiency. Notwithstanding the foregoing, in the event a Default or Event of Default is in existence on the date of the incurrence of any Permitted Subordinate Debt, all proceeds from any such Permitted Subordinate Debt shall be applied as a mandatory prepayment on the Loans.

Prepayments. (a) IfBorrower may, on upon notice to Lender ----------- specifying that it is paying any date on which Prime Rate Loan, pay without penalty or premium the Aggregate Commitment Amount is required Prime Loan in whole at any time or in part from time to time, by paying the principal amount to be reduced pursuant to subsection 2.7(a)paid, the provided that partial prepayments shall be in an aggregate principal amount of all outstanding Loans (whether Committed Loans at least $2,000,000.00 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 any larger multiple of $1,000,0001,000,000.00. Borrower may, upon at least three (3) orEurodollar Business Day`s irrevocable prior written notice to Lender, prepay all at any time or any portion from time to time of the unpaid principal balance of any LIBOR Loan prior to maturity provided that (i) contemporaneously with each such prepayment Borrower shall pay all accrued and unpaid interest on the portion of the LIBOR Loan being prepaid to and including the date of prepayment; (ii) partial prepayments shall be in an aggregate amount of at least $2,000,000.00 or any larger multiple of $1,000,000.00; (iii) in no event may Borrower make any prepayment on any LIBOR Loan that results in the remaining LIBOR Loans with respect to which a given Interest Period applies being greater than $0.00 but less than $1,000,000.00 and (iv) if Borrower is making a prepayment of a LIBOR Loan, contemporaneously with such prepayment, Borrower shall pay Lender the funding losses and other amounts, if lessany, 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 required under Section 2.152.10. (b) The Company mayIn addition to any voluntary prepayments made by Borrower under Section 2.08(a) above, until the Loan has been paid in full, Borrower covenants and agrees to pay to Lender within ten (10) days after receipt thereof, One Hundred Percent (100%) of the net cash proceeds up to the amount received by Borrower from Borrower's issuance of any capital stock, membership interest or other equity interest, from time to timeany other debt issuance or equity issuance (or any hybrid thereof, upon irrevocable notice to including the Agent not later than 10:30 a.m. (Chicago time) on the date issuance of prepaymenttrust-preferred securities), with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Any prepayment of Eurodollar Loans shall include accrued interest subordinated debt received subsequent to the date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4this Agreement. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) If, on any date on which The Borrower shall have no right to prepay 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 any Revolving Credit Loan 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 any Swing Loan other than 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 this Section 2.152.7. (b) The Company may, from Borrower may at any time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate the Swing Loans will be an integral multiple in whole or ratably in part. (i) The Borrower may at any time prepay the outstanding principal amount of $1,000,000). Such 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 to the Agent stating the proposed date of prepayment shall specify the prepayment, prepay the outstanding principal amount of the Loans in whole (together with accrued interest to the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender's Pro Rata Share of such prepayment) or ratably in part. If Upon the giving of such notice is given by the Companyof prepayment, the Company principal amount of the Loans specified to be prepaid shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinfor each such prepayment. (ciii) 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 Eurodollar Loans made pursuant to this Section 2.7(c) shall include accrued interest be applied first to the date 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 Loans, (B) there are no Letter of Credit Obligations immediately due and payable, (C) the application 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, then such prepayment on shall be deposited into the amount prepaid Cash Collateral Account and shall be retained therein until one of the conditions set forth in clauses (A) through (D) 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 amounts required pursuant time the only condition not met is the condition specified in clause (B), then such funds shall be applied to Section 3.4fund the L/C Cash Collateral Account. (d) Bid 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 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. (e) All proceeds of Collateral received by the 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 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 Swing Loans may not be voluntarily prepaidthen 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 Secured Parties, ratably, in respect of all other Obligations hereunder.

Prepayments. (a) IfBorrower may, upon notice to Agent no later than 11:00 a.m. (St. Louis time) on any the date on at least three (3) New York Banking Days before the date of the prepayment (which the Aggregate Commitment Amount is required to must be reduced pursuant to subsection 2.7(aa New York Banking Day), prepay all at any time or any portion from time to time of the unpaid principal balance of the Loan prior to the Maturity Date; provided that: (i) contemporaneously with each such prepayment Borrower shall pay all accrued and unpaid interest on the portion of the Loan being prepaid to and including the date of prepayment; (ii) partial prepayments shall be applied to the installments of principal of the Loan in the inverse order of their stated maturities; (iii) partial prepayments shall be in an aggregate principal amount of all outstanding Loans (whether Committed Loans at least $100,000 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 any larger multiple of $1,000,00050,000; and (iv) orif Borrower is making a prepayment on any portion of a LIBOR Advance, Borrower shall pay Agent for the benefit of Lenders the funding losses and other amounts, if lessany, in the aggregate principal amount of all outstanding Committed Loansrequired under Section 2.10. Any Each such voluntary prepayment shall be appliedapplied to pay each Lender’s portion of the Loan in proportion to their respective Pro Rata Shares. Each notice of prepayment may, firstat Borrower’s option, to prepay Base Rate Loans, and, second, to prepay Eurodollar Loans (in such order as be conditioned upon the Company shall specify). If after prepayment closing 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 a replacement financing transaction or as otherwise provided in Section 2.15other corporate transaction. (b) The Company may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date Upon receipt of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment pursuant to Section 2.08(a), Agent shall specify the date and amount of such prepayment and the Committed Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such notice, the contents thereof and of such Lender's Pro Rata Share of such prepaymentpayment. If To the extent such notice relates to a LIBOR Advance, it shall not thereafter be revocable by Borrower. (c) In addition to the regularly scheduled principal payments of the Loan under Section 2.01, any voluntary prepayments made by Borrower under Section 2.08(a) and any prepayments made by Borrower under Section 2.08(d), Borrower hereby covenants and agrees to pay to Agent for the benefit of Lenders: (i) within two (2) Business Days after the date, if any, on which an announcement is given made by Borrower that the Company▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ will not occur, an amount equal to the Company aggregate principal amount of the Advances made on the effective date of this Agreement, less the amount of any outstanding Indebtedness (including, without limitation, principal and interest) due U.S. Bank under the Original Loan Agreement immediately prior to the effective date of this Agreement, less any costs and expenses incurred in connection with the term loan facility evidenced by this Agreement through the date of such prepayment, less interest accrued on the Advances between the effective date of this Agreement and the date of such prepayment; (ii) within ten (10) days after receipt thereof, all of the net cash proceeds received by Borrower or any Subsidiary from any Capital Transaction (except from the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) to the extent the aggregate amount of such proceeds received by Borrower and all Subsidiaries on a combined basis during the term of the term loan facility evidenced by this Agreement exceeds the sum of $3,000,000; (iii) within ten (10) days after receipt thereof, all of the net cash proceeds received by Borrower or any Subsidiary from the issuance of any Subordinated Indebtedness subsequent to the date of this Agreement, excluding all proceeds of Indebtedness between Borrower and a Subsidiary or between two Subsidiaries; and (iv) within sixty (60) days after receipt thereof, all of the net cash proceeds received by Borrower or any Subsidiary from the sale or other disposition of any Property (other than proceeds used or committed to be used to acquire replacement Property), to the extent the aggregate amount of such proceeds received by Borrower and Subsidiaries on a combined basis during any fiscal year exceeds the sum of $1,000,000 (excluding the proceeds of the sale of any ▇▇▇▇▇▇▇▇ Advisory Agreements, all of which shall be delivered to Lender). All payments due pursuant to this Section 2.08(c) shall be applied to the remaining installments of principal of the Loan in the inverse order of their stated maturities until the Loan is paid in full, and Agent shall promptly remit to each Lender its ratable share of each such payment. All principal payments applied to the Loan pursuant to this Section 2.08(c) shall, unless otherwise directed by Borrower in writing at or prior to the time of such payment, be applied first to the Base Rate Advances and then to the LIBOR Advances (and among the LIBOR Advances being applied to the Interest Periods in the order of their respective expiration dates (i.e. earliest expiration date first). (d) In addition to the regularly scheduled principal payments due on the Loan under Section 2.01, any voluntary prepayments made by Borrower under Section 2.08(a) and any payments made by Borrower under Section 2.08(c), until the Loan has been paid in full, Borrower shall make such a mandatory prepayment and on the payment Loan in an amount specified in such notice equal to 25% of Consolidated Excess Cash Flow (if any) for each fiscal year, which prepayments shall be due and payable on within ten (10) days after delivery to Agent of Borrower’s annual audited financial statements, but in no event later than 90 days after the date specified thereinend of each fiscal year (commencing with the fiscal year ending September 30, 2016). All payments due pursuant to this Section 2.08(d) shall be applied to the payment of the remaining installments of principal of the Loan in the inverse order of their stated maturities until the Loan is paid in full, and Agent shall promptly remit to each Lender its ratable share of each such payment. (ce) Any prepayment of Eurodollar Loans All prepayments made pursuant to this Section 2.08 shall include accrued interest be applied, unless otherwise directed by Borrower in writing at or prior to the time of such payment, first to Base Rate Advances and then to the LIBOR Advances (and among the LIBOR Advances being applied to the Interest Periods in the order of their respective expiration dates (i.e. earliest expiration date of prepayment on the amount prepaid and any amounts required pursuant to Section 3.4first). (d) Bid Loans may not be voluntarily prepaid.

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 Company Borrower may, from time to time, upon irrevocable notice to the Agent not later than 10:30 a.m. (Chicago time) on the date of prepaymentLender, with respect at any time or from time to prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably time voluntarily prepay Committed Loans in whole or in part, part without premium or penalty; provided that (i) such notice must be received by the Lender not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate Loans shall be in minimum amounts a principal amount of $5,000,000 1,000,000 or a higher integral whole multiple of $1,000,000 in excess thereof; and (provided that the Company may make a iii) any prepayment of Base Rate Loans shall be in an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all Base Rate Loans will be an integral $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in the case of either (ii) or (iii) above, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and the Committed Type(s) of Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of any such noticeprepaid and, and if LIBOR Rate Loans, the Interest Period(s) of such Lender's Pro Rata Share of such prepaymentLoans. If such notice is given by the CompanyBorrower, the Company Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (b) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrower shall immediately prepay the Loans 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 Borrower shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (c) Any prepayment The Borrower shall prepay the Loans and, after the occurrence and during the continuance of Eurodollar Loans shall include accrued interest an Event of Default or to the date extent required by the provisions of prepayment on Section 2.05(c), Cash Collateralize the amount prepaid and any amounts L/C Obligations to the extent required pursuant to the provisions of Section 3.46.12 hereof. (d) Bid The Borrower shall prepay 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 amount equal to 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 (d) above, first, shall be applied ratably to the 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 Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lender, as applicable, and, to the extent not so applied, shall thereafter be voluntarily prepaidapplied to satisfy other Obligations, as and to the extent such other Obligations shall then be due and payable.

Prepayments. (a) If, on any date on which the Aggregate Commitment Amount is required Subject 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. paragraph (b) The Company maybelow, the Borrower may at any time and from time to time, upon irrevocable notice to time prepay the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to prepayments of Base Rate Term 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, in minimum amounts of $5,000,000 without premium or a higher integral multiple of $1,000,000 (provided that penalty, upon irrevocable notice delivered to the Company may make a prepayment of Base Rate Loans in an amount Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of all Base Rate Loans will be an integral multiple of $1,000,000). Such notice of prepayment shall specify the date and amount of such prepayment and prepayment; provided, that if the Committed Loans Term 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 be prepaidSection 3.8. The Agent will promptly notify each Lender of its Upon receipt of any such notice, and of such Lender's Pro Rata Share of such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given by the Companygiven, the Company 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 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) Any 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 Eurodollar 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 include be accompanied by accrued interest to the date of such prepayment on the amount prepaid and any amounts required pursuant to Section 3.4. (d) Bid Loans may not be voluntarily prepaid.

Prepayments. (a) IfThe Borrowers may, 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 upon notice to the applicable reduction, the Company shall deposit with the Administrative 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 at any time or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice to must be received by the Administrative Agent not later than 10:30 11:00 a.m. (Chicago timeA) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, with respect to 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, in minimum amounts of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the 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 an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding a principal amount of all $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans will or Cost of Funds Rate Loans shall be an integral in a principal amount of $500,000 or a whole multiple of $1,000,000)100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Such Each such notice of prepayment shall specify the date and amount of such prepayment and prepayment, the Committed Type(s) of Loans to be prepaidprepaid 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 any each such notice, and of the amount of such Lender's Pro Rata Share ’s Applicable Percentage of such prepayment. If such notice is given by the CompanyBorrowers, the Company Borrowers 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 Loans Rate Loan shall include be accompanied by all accrued interest to the date of prepayment on the amount prepaid and prepaid, together with any additional amounts required pursuant to Section 3.43.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (db) Bid 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 may and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be voluntarily prepaidrequired 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) If, on The Borrower may at 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, time and the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Company may, from time to time, upon irrevocable notice to time prepay the Agent not later than 10:30 a.m. (Chicago time) on the date of prepayment, with respect to 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, in minimum amounts without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than (i) 10:00 A.M. on the date of $5,000,000 or a higher integral multiple of $1,000,000 (provided that the Company may make a prepayment of Base Rate Loans in an amount which is not such an integral multiple if, after giving effect to such prepayment, in the outstanding principal amount case of all Base Daily Simple SOFR Rate Loans will be an integral multiple Loans, and (ii) 10:00 A.M. three (3) U.S. Government Securities Business Days prior thereto, in the case of $1,000,000). Such Term SOFR Rate Loans, which notice of prepayment shall specify the date and amount of such prepayment and prepayment, the Committed Loans Facility to be prepaidprepaid 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. The Agent will promptly notify each Lender of its Upon receipt of any such notice, and of such Lender's Pro Rata Share of such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given by the Companygiven, the Company 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 Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. (b) [Reserved] (c) If, on any date, the Total Revolving Advances outstanding on such date exceed the Total Revolving Commitments in effect on such date, the Borrower immediately shall prepay the outstanding Revolving Advances in the amount of such excess. If, on any date, the Total Term Advances outstanding under the Term Loan I Facility on such date exceed the Total Term Loan Commitments for Term Loan I Facility in effect on such date, the Borrower immediately shall prepay the outstanding Term Advances under the Term Loan I Facility in the amount of such excess. If, on any date, the 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 prepay the outstanding Term Advances under the Term Loan II Facility in the amount of such excess. Any such prepayment of Eurodollar Loans pursuant to this Section 2.5(c) shall include be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts required owing pursuant to Section 3.42.14. (d) Bid 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 Administrative Agent may not determine in its sole discretion, and all such prepayments made under the applicable Facility shall first be voluntarily prepaidapplied 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 earliest expiring Interest Periods).