Common use of Prepayments Clause in Contracts

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.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 a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if and (iv) any Borrowing such notice may be conditioned upon the effectiveness of Base Rate Loans pursuant to Section 2.03(c)(i) results in other Indebtedness or the aggregate principal amount occurrence of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.13, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments (except pursuant to the exercise of the Term Loan Conversion Option) then in effect, the Borrower 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 Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed any Class of Loans in whole or in part without premium or penaltypenalty pursuant to this Section 2.06(a) (other than Negotiated Rate Loans, which are subject to the provisions of clause (c) below); provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurodollar Term SOFR Loans, (B) on the date of prepayment of Daily SOFR Loans, (C) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies and Alternative Currency Daily Rate Loans denominated in Sterling or Swiss Francs) (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Alternative Currency Loans and (BD) on the date of prepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans or Daily SOFR Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $100,000 in excess thereof, (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount the Dollar Equivalent of which is $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Committed Loans to be prepaid and, if Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of any Loan (other than any Base Rate Loan) shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loans and any Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each prepayment of Committed Revolving Loans made pursuant to this clause (a) shall be made ratably among the Revolving Lenders in accordance with their respective Applicable Percentages of the Committed Revolving Loans. (b) [Reserved]. (c) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Negotiated Rate Loans in whole or in part without premium or penalty (unless the Borrower and the applicable Revolving Lender have otherwise agreed, in which case such Loan may be prepaid in accordance with such agreement); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. on the requested date of prepayment of such Negotiated Rate Loans; (ii) the Revolving Lender or Lenders making the Negotiated Rate Loans to be prepaid have consented to such prepayment; and (iii) unless agreed to by the applicable Revolving Lender(s) and the Administrative Agent (such consent not to be unreasonably withheld), any prepayment of Negotiated Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each applicable Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Eurodollar Negotiated Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant as may be agreed to Section 3.05. Each by the Borrower and the Revolving Lender or Lenders making such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesNegotiated Rate Loan. (bd) The Borrower may, upon notice to the Swing Line Lender (with a copy to If the Administrative Agent), Agent notifies the Borrower 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) the Total Revolving Outstandings at such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date time exceed an amount equal to 105% of the prepaymentAggregate Revolving Commitments then in effect, and (ii) any the L/C Obligations at such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Letter of Credit Sublimit then in effect, (iii) the Negotiated Rate Loans outstanding at such time exceed the Negotiated Rate Sublimit then in effect, or (iv) the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, the Borrower shall immediately prepay the applicable Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessexcess within one (1) Business Day (or, with respect to clause (iv), within (x) four (4) Business Days, with respect to Outstanding Amounts denominated in Euro, Sterling or Canadian Dollars and (y) five (5) Business Days, with respect to Outstanding Amounts denominated in any other Alternative Currency) after the Administrative Agent notifies the Borrower that such a prepayment is required and of the amount thereof; provided, however, that that, subject to the provisions of Section 2.17(a)(iv), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.06(d) unless after the prepayment in full of the Committed Revolving Loans and the Negotiated Rate Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) (i) The Borrower Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty, except as set forth in Section 2.05(a)(v); provided that (i1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) 12:30 p.m. (New York, New York time in the case of Loans denominated in Dollars, or London time in the case of Loans denominated in Euros) three (3) Business Days prior to any date of prepayment of Eurodollar LIBO Rate Loans (unless otherwise agreed by the Administrative Agent) and (B) 11:00 a.m. (New York, New York time) on the date of prepayment of Base Rate Committed Loans; (ii2) any prepayment of Eurodollar LIBO Rate Loans shall be in a principal amount Dollar Amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (iii3) any prepayment of Base Rate Committed Loans shall be in a minimum 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans and the order of Borrowing(s) to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such prepayment payment shall be applied paid to the Committed Loans of the Appropriate Lenders in accordance with their respective Applicable PercentagesPro Rata Shares or other applicable share provided for under this Agreement. (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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower Company may, upon notice from it to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Committed Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Committed Loans shall denominated in US Dollars will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies will be in a minimum principal amount of the US Dollar Equivalent of $5,000,000 or a whole multiple of the US Dollar Equivalent of $1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans shall will 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall will specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Committed Loans are to be repaidprepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the Borrower shall it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Committed Loan shall will 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 will be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Borrower Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. 12:00 noon on the date of the prepayment, and (ii) any such prepayment shall will be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. Each such notice shall will specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower shall Company will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein. (cd) If for the Administrative Agent notifies the Company at any reason time that the Total Outstandings at any such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall immediately Company will prepay Loans and/or the Company will Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that that, subject to the Borrower shall provisions of Section 2.17(a)(ii), the Company will not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.06(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. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans and all Letters of Credit 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 Company will prepay Loans or Cash Collateralize Letters of Credit issued in an Alternative Currency, or any combination thereof, in an aggregate amount sufficient to reduce or Cash Collateralize such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Borrower mayshall have the right to prepay the Loans of either or both Tranches, upon notice to the Administrative Agentin whole or in part, at any time without premium or penalty, from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that on the following terms and conditions: (i) such notice must be received by the Borrower shall give the Administrative Agent not later than 1:00 p.m. irrevocable written notice at its Notice Office (Aof which the Administrative Agent shall promptly notify each of the Lenders) of its intent to prepay the Loans of one or both Tranches and the amount of such prepayment, which notice shall be given by the Borrower at or prior to 10:00 a.m. (New York City time) at least three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (Bbut no more than 30 days) on before the date of prepayment of Base Rate Committed Loans; such prepayment, (ii) any each partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the an aggregate principal amount of Base Rate Loans not being at least $10,000,000 (or, for the Peso Loans, the Dollar/Peso Equivalent thereof) and, if greater, in an integral multiple of $100,0001,000,000 (or, then for the next Peso Loans, the Dollar/Peso Equivalent thereof), (iii) each prepayment of Base Rate Loans pursuant to this paragraph shall be applied to the Loans of each Lender under the applicable Tranche in an amount that will cause accordance with such Lender’s pro rata share of Loans under such Tranche and shall be applied within such Tranche to reduce the aggregate remaining scheduled principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount repayments of such Tranche on a pro rata basis and (iv) each prepayment and of Loans pursuant to this paragraph shall be applied as provided in Section 2.9(d); it being understood that the Type(sBorrower shall deliver to the Administrative Agent such additional amounts (if any) necessary so that the amount allocated to the principal prepayment of Committed the Loans is the amount indicated to be prepaid and, if Eurodollar Rate Loans are to be repaid, on the Interest Period(s) notice of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment (and the payment amount specified in such notice shall be due and payable payable) on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with prepaid and 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 Percentages3.4. (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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Committed Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable notice delivered to the Administrative Agent no later than (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 10:00 A.M. three (A3) three Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Loans Eurocurrency Loans, and (Bii) 10:00 A.M. on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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 casethe case of Weekly Reset LIBO Rate Loans, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Committed Eurocurrency Loans to be or Weekly Reset LIBO Rate Loans; provided, that if a Eurocurrency Loan is prepaid and, if Eurodollar Rate Loans are to be repaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such prepayment and notice the payment 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment Partial prepayments of Loans shall be applied to the Committed Loans in an aggregate principal amount of the Lenders in accordance with their respective Applicable Percentages$1,000,000 or a whole multiple thereof. (b) The Borrower mayIf, upon notice to on any day, the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date sum of the prepayment, and (ii) any such prepayment shall be in a minimum aggregate outstanding principal amount of $100,000 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 an integral multiple thereof. Each decreases therein on such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowerday), the Borrower shall make prepay Loans and/or Pari Passu Indebtedness in an amount sufficient to comply with Section 5.2(a). Any such prepayment of Loans pursuant to this Section 2.5(b) shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the payment amount specified in such notice Borrower shall be due and payable on the date specified thereinalso pay any amounts owing pursuant to Section 2.14. (c) If for If, on any reason date, the Total Outstandings at any time Loans outstanding on such date exceed the Aggregate Total Commitments then in effecteffect on such date, the Borrower immediately shall immediately prepay the Loans and/or Cash Collateralize in the L/C Obligations in an aggregate amount equal to of such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations . Any such prepayment of Loans pursuant to this Section 2.05(c2.5(c) unless after shall be made together with accrued interest to the date of such prepayment in full of on the Loans amount prepaid and the Total Outstandings exceed the Aggregate Commitments then in effectBorrower shall also pay any amounts owing pursuant to Section 2.14.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay Committed Loans or Term Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent Lender not later than 1:00 p.m. 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the one Business Day prior to any date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentprepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Fixed Period Eurodollar Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaidthereon, 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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount of all Committed Loans at any time exceed exceeds the Aggregate Commitments Commitment then in effect, the Borrower shall immediately prepay such Committed 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans borrowed by it in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of ¥400,000,000 (or such amount's Dollar Equivalent) or a whole multiple of ¥40,000,000 (or such amount's Dollar Equivalent) in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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 casethe case of clauses (ii) and (iii) above, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.13, 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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount of the Loans at any time exceed the Aggregate Commitments then in effect, one or more of the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations borrowed by it in an aggregate amount equal to such excess; provided. (c) Upon the occurrence of a Change of Control, howeverthe Administrative Agent shall, at the request of the Required Lenders, notify the Borrowers that the Borrower Aggregate Commitments and the Commitment of each Lender shall terminate as of the date specified in such notice. If such notice of termination has been requested by the Required Lenders, the Administrative Agent shall also, at that time or later, at the request of the Required Lenders, additionally notify the Borrowers that they shall prepay the Outstanding Amount of the Loans and the date on which such prepayment is required to be made (which date shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(cless than five (5) unless Business Days after the prepayment in full date of such notice), and each Borrower agrees that, upon such additional notice, such Borrower will prepay the Outstanding Amount of its Loans on the Total Outstandings exceed the Aggregate Commitments then in effectdate specified.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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 orthereof, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans borrowed pursuant to Section 2.03(c)(i) results may be prepaid in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be full in an amount equal to an integral multiple of $100,000the amount so borrowed. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, 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 PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount of all Loans and L/C Obligations at any time exceed exceeds 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. (c) Upon the receipt, howeveron or before the seventh day after the Technologies IPO, by Technologies of Net Cash Proceeds that are not applied to repay or prepay loans outstanding made under the Bridge Credit Agreement or under the 364-Day Credit Agreement, the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of immediately prepay the Loans in an amount equal to 100% of such Net Cash Proceeds. (d) If the Total Outstandings exceed Technologies IPO does not occur on or before August 20, 2001, the Borrower shall immediately prepay the Loans and other Obligations, and the Aggregate Commitments then in effectshall immediately terminate without further action by the Administrative Agent or any Lender.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans the 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 1:00 p.m. 10:00 a.m., Dallas, Texas time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; , (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; , and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, notice and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required then due and payable pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Principal Debt at any time exceed exceeds the Aggregate Commitments Total Commitment then in effect, the Borrower shall immediately prepay Loans and/or or, if no Loans are outstanding at such time, 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 A.M. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BChicago time) on the date of prepayment in the case of Base Rate Committed ABR Loans and at least three (3) Business Days' prior notice to the Agent in the case of LIBOR Loans; , prepay (iiincluding, without limitation, all amounts payable pursuant to the terms of Section 2.17 hereof) any the Notes in whole or in part with accrued interest to the date of such prepayment of Eurodollar Rate Loans on the amount prepaid, provided that (1) each partial payment shall be in a principal amount of not less than One Million Dollars ($5,000,000 or 1,000,000) in the case of a whole multiple LIBOR Loan and Two Hundred Fifty Thousand Dollars ($250,000) in the case of $1,000,000 in excess thereofan ABR Loan; and (iii2) any LIBOR Loans may be prepaid only on the last day of the Interest Period for such Loans; provided, however, that such prepayment of Base Rate Committed LIBOR Loans may be made on any other Business Day if the Borrower pays at the time of such prepayment all amounts due pursuant to Section 2.17 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 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied made solely to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesSwing Line Bank. (b) The Borrower may, shall immediately upon notice a Change in Control prepay the Notes in full and all accrued interest to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the such prepayment, and (ii) any such prepayment shall be in a minimum principal amount the case of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be LIBOR Loans all amounts due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect2.17 hereof.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 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 or Federal Funds Rate Loans; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, 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 PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 9:00 a.m., San Francisco time, (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, 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 PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount of all Loans and L/C Obligations at any time exceed exceeds 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans denominated in Dollars, (B) three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Term SOFR Loan or Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) unless otherwise agreed by the Swing Line Lender, such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for the Administrative Agent notifies the Borrower at any reason time that the Total Outstandings at any such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall immediately prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; provided, however, that that, subject to the provisions of Section 2.14(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the 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 exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Each Borrower may, upon notice from it to the Administrative Agent, at any time or from time to time voluntarily prepay Committed at such Borrower’s option either Three Year Loans or Five Year Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 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 will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall will 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall will specify the date and amount of such prepayment prepayment, whether the Loan to be prepaid is a Three Year Loan or a Five Year Loan, and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the applicable Borrower, the Borrower shall it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall will 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 will be applied to the Committed Loans of the Lenders in accordance with their respective Three Year Applicable Percentages. (b) The Borrower mayPercentage or Five Year Applicable Percentage, upon notice as applicable, and to the Swing Line Lender (with a copy installments thereof as directed by the applicable Borrower, or, in the absence of such direction, in direct order of maturity. Subject to the Administrative Agent)obligations under Section 3.05, at prior to such prepayment, the applicable Borrower may rescind any time notice of termination under this Section 2.06 if such termination would have resulted from a refinancing of all or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date a portion of the prepaymentLoans, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower which refinancing shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effectconsummated or shall otherwise be delayed.

Prepayments. (a) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate 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; provided that if and (v) any Borrowing such notice may be conditioned upon the effectiveness of Base Rate Loans pursuant to Section 2.03(c)(i) results in other Indebtedness or the aggregate principal amount occurrence of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Eurocurrency Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Borrower Company may, upon notice to the each 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 Lenders and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, . (e) If the Administrative Agent notifies the Company at any time that the Borrower shall not be required Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect.

Prepayments. (a) The Borrower Company may, upon notice to the Administrative Agent, at any time or from time to time time, upon irrevocable notice to the Administrative Agent as described below, voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.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 part, in a principal an aggregate Dollar Equivalent amount of $5,000,000 or a whole any higher integral multiple of $1,000,000 in excess thereof; and (iii) any prepayment units 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 outstandingApplicable Currency; provided that if any Borrowing the Company may, within 30 days after each funding of Base Rate Loans participations in a Swing Line Loan pursuant to subsection 2.06(c) or in L/C Obligations pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,0003.03, then the next make a prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an (i) zero or (ii) $5,000,000 or a higher integral multiple of $100,0001,000,000. Each such The Company shall deliver a notice shall specify of voluntary prepayment in accordance with Section 11.02 to be received by the Administrative Agent not later than 10:30 a.m. (a) at least three Business Days in advance of the prepayment date and amount of such prepayment and if the Type(s) of Committed Loans to be prepaid andare Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if Eurodollar the Loans to be prepaid are Offshore Rate Loans are in Dollars, and (c) on the prepayment date if the Loans to be repaid, the Interest Period(s) of such prepaid are Base Rate Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) On each date on which the amount of the combined Commitments is reduced pursuant to subsection 2.07(a), the Company shall prepay Revolving Loans (or, if all Loans have been paid, Cash Collateralize Letters of Credit) in the amount necessary (if any) so that the Total Outstandings (excluding any undrawn L/C Obligations to the extent Cash Collateralized) will not exceed the amount of the combined Commitments as reduced on such date. (c) The Borrower Company may, upon notice to the Swing Line Lender Bank (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 Bank and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for The Company shall specify, in each notice of voluntary prepayment pursuant to subsection 2.08(a) or in a prepayment notice delivered prior to or concurrently with any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effectmandatory prepayment pursuant to subsection 2.08(b), the Borrower 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 Applicable Currency. No such notice shall immediately prepay Loans and/or Cash Collateralize be revocable by the L/C Obligations in Company. The Administrative Agent will promptly notify each Bank of any notice of prepayment and of such Bank’s Pro Rata Share of such prepayment. Each prepayment of an aggregate Offshore Rate Loan shall be accompanied by accrued interest to the date of prepayment on the amount equal to such excess; provided, however, that the Borrower shall not be prepaid and any amounts required to Cash Collateralize the L/C Obligations be paid pursuant to this Section 2.05(c) unless after the prepayment in full 4.04 as a result of the Loans the Total Outstandings exceed the Aggregate Commitments then in effectsuch prepayment.

Prepayments. (a) The Borrower Loan Parties may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and or (B) on the date of prepayment of Base Rate Committed Loans; (ii) except in the circumstances contemplated by Section 2.05(c), any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and (iii) except in the circumstances contemplated by Section 2.05(c), 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany (on behalf of itself or any Borrowing Subsidiary), the Borrower applicable Loan Party shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to No Bid Loan may be prepaid without the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date prior consent of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinapplicable Bid Loan Lender. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, then upon written notice from the Borrower Administrative Agent, the Loan Parties shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that (i) if such prepayment obligation is a result of changes in the Borrower Spot Rate on any Revaluation Date and the amount of such prepayment obligation does not exceed $1,000,000, no such prepayment shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after and (ii) if such prepayment obligation is a result of changes in the Spot Rate on any Revaluation Date and the amount of such prepayment obligation exceeds $1,000,000, the Loan Parties may defer such prepayment obligation until the next Revaluation Date (a “Deferral Date”). On any Deferral Date, the Loan Parties shall prepay Loans in full of an aggregate amount equal to the Loans amount by which the Total Outstandings exceed (calculated using current Spot Rates) on such Deferral Date exceeds the Aggregate Commitments then in effect. (d) If for any reason the Dollar Equivalent of the aggregate outstanding principal amount of the Foreign Currency Committed Loans denominated in Mexican Pesos exceeds the Peso Sublimit then in effect, then upon written notice from the Administrative Agent, the Loan Parties shall immediately prepay Foreign Currency Committed Loans denominated in Mexican Pesos in an aggregate amount equal to such excess; provided, however, (i) if such prepayment obligation is a result of changes in the Spot Rate on any Revaluation Date and the amount of such prepayment obligation does not exceed $1,000,000, no such prepayment shall be required pursuant to this Section 2.05(d) and (ii) if such prepayment obligation is a result of changes in the Spot Rate on any Revaluation Date and the amount of such prepayment obligation exceeds $1,000,000, the Loan Parties may defer such prepayment obligation until the next Deferral Date. On any Deferral Date, the Loan Parties shall prepay Foreign Currency Committed Loans denominated in Mexican Pesos in an aggregate amount equal to the amount by which the Dollar Equivalent of the aggregate outstanding principal amount of the Foreign Currency Committed Loans denominated in Mexican Pesos (calculated using current Spot Rates) on such Deferral Date exceeds the Peso Sublimit then in effect.

Prepayments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans and Swingline Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent (A) not later than 1:00 p.m. (A) 11:00 a.m., New York time, three Business Days prior to any date of prepayment of Eurodollar any Eurocurrency Rate Loans Loans, and (B) not later than 9:00 a.m., New York time, on the date of prepayment of Base Rate Committed Loans and Swingline Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereofthereof (or the remaining outstanding amount of such Loan); 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, (or the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal remaining outstanding amount of Base Rate Loans not being an integral multiple of $100,000, then the next such Loan); (iv) any prepayment of Base Rate Swingline Loans shall be in an amount that will cause would be permitted in the aggregate case of an advance of a Swingline Loan pursuant to Section 2.14, or, in the case of (ii), (iii) and (iv) if a lesser amount, the remaining principal amount of all Base Rate the applicable Loans to be in an amount equal to an integral multiple of $100,000any outstanding Borrowing. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans or Swingline Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Revolving Loans or Swingline Loans, as the case may be, of the applicable Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), If at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed Revolving Credit Exposure exceeds the Aggregate Commitments then in effect, other than as a result of fluctuations in exchange rates, or (ii) solely as a result of fluctuations in currency exchange rates, the Borrower shall immediately prepay sum of the Revolving Loans and/or Cash Collateralize the and L/C Obligations Exposure denominated in Foreign Currency as of the most recent Calculation Date exceeds 105% of the Foreign Currency Sublimit, the Borrowers shall immediately repay their respective Revolving Loans 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effecttogether with all accrued and unpaid interest on such excess amount and any amounts due under Article III.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 10,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.06(c) unless after the prepayment in full of the Committed Loans and Swing Line 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 exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or may from time to time voluntarily prepay Committed Loans prepay, without penalty or premium, all outstanding Floating Rate Advances or, in whole an aggregate amount of $1,000,000 or a higher integral multiple of $500,000 (or, in part without premium or penalty; provided that (i) the case of any prepayment of a Floating Rate Advance made to repay Reimbursement Obligations, in such other amount as is necessary to repay such Advance in full), any portion of the outstanding Floating Rate Advances upon notice must be received by to the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 11:00 a.m. on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of prepayment. The Borrower may from time to time prepay, without penalty or premium, all outstanding Eurodollar Rate Loans shall be Advances or, in a principal an aggregate amount of $5,000,000 1,000,000 or a whole higher integral multiple thereof, any portion of $1,000,000 in excess thereof; and the outstanding Eurodollar Advances upon three Business Days' prior notice to the Administrative Agent. (iiib) On 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, date on which the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans Aggregate Commitment is reduced pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower2.7, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. prepay all Revolving Loans. (c) Any prepayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period therefor shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant subject to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages3.4. (bd) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount which is an integral multiple of $100,000 (except that, if at any time Swing Line Loans are made in an amount which is not an integral multiple of $100,000 upon delivery of by the Swing Line Lender of a Swing Line Loan Notice as contemplated by Section 2.21.2, the next prepayment of Swing Line Loans shall be in an amount so that the outstanding principal amount of $100,000 all Swing Line Loans is either (x) zero or (y) an integral multiple thereofof $100,000). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Committed Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable notice delivered to the Administrative Agent no later than (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 10:00 A.M., New York City time, three (A3) three Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Loans Eurocurrency Loans, and (Bii) 10:00 A.M., New York City time, on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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 casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Committed Eurocurrency Loans to be or ABR Loans; provided, that if a Eurocurrency Loan is prepaid and, if Eurodollar Rate Loans are to be repaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such prepayment and notice the payment 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment Partial prepayments of Loans shall be applied to the Committed Loans in an aggregate principal amount of the Lenders in accordance with their respective Applicable Percentages$1,000,000 or a whole multiple thereof. (b) The Borrower mayIf, upon notice to on any day, the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date sum of the prepayment, and (ii) any such prepayment shall be in a minimum aggregate outstanding principal amount of $100,000 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 an integral multiple thereof. Each decreases therein on such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowerday), the Borrower shall make prepay Loans and/or Pari Passu Indebtedness in an amount sufficient to comply with Section 5.2(a). Any such prepayment of Loans pursuant to this Section 2.5(b) shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the payment amount specified in such notice Borrower shall be due and payable on the date specified thereinalso pay any amounts owing pursuant to Section 2.14. (c) If for If, on any reason date, the Total Outstandings at any time Loans outstanding on such date exceed the Aggregate Commitments then Adjusted Total Participations in effecteffect on such date, the Borrower immediately shall immediately prepay the Loans and/or Cash Collateralize in the L/C Obligations in an aggregate amount equal to of such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations . Any such prepayment of Loans pursuant to this Section 2.05(c2.5(c) unless after shall be made together with accrued interest to the date of such prepayment in full on the amount prepaid and the Borrower shall also pay any amounts owing pursuant to Section 2.15. (d) If any Lender has become a Declining Lender prior to the delivery of a notice by the Borrower for an applicable Eurocurrency Conversion Date, ABR Conversion Date or Continuation Date, then the Loans the Total Outstandings exceed the Aggregate Commitments then in effectrespect of such Declining Lender subject to such notice shall be repaid to such Declining Lender on such Eurocurrency Conversion Date, ABR Conversion Date or Continuation Date, as applicable.

Prepayments. (a) The Borrower Borrowers may, upon at least one (1) Business Day notice to Agent in the Administrative Agentcase of Alternate Base Rate Loans and at least two (2) Business Days’ notice to Agent in the case of LIBOR Rate Loans, at any time or from time to time voluntarily prepay Committed Loans the Revolving Facility Notes and/or the 364-Day Facility Term Loan Notes, in whole or in part without premium or penalty; part, with accrued interest to the date of such prepayment on the amount prepaid, provided that (ia) such notice must be received by the Administrative Agent not later than 1:00 p.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 each partial payment shall be in a principal amount of not less than One Hundred Thousand Dollars ($5,000,000 or a whole multiple of 100,000) as to ABR Loans and Two Hundred Fifty Thousand Dollars ($1,000,000 in excess thereof250,000) as to LIBOR Rate Loans; and (iiib) LIBOR Rate Loans may be prepaid only upon terms set forth in Section 2.14 hereof. Each Borrower shall make mandatory prepayments of one hundred percent (100%) of the net proceeds of (a) any prepayment asset sales (other than asset sales in the ordinary course of Base Rate Committed Loans business) and (b) new debt offerings or equity offerings and, so long as no Event of Default exists, such prepayments shall be applied: (1) against fees or commissions due; (2) against accrued interest; (3) against any 364-Day Facility Term Loans in a principal inverse order of maturity of installments; and (4) against the Revolving Facility Loans. Upon receipt of any such prepayments, Agent will promptly cause such prepayments to be distributed to each Lender for the account of its applicable Lending Office in the proportion that each such Lender’s Loan to which the prepayment applies bears to the total amount of $500,000 or a whole multiple all the Lenders Loans to which the prepayment applies. If an Event of $100,000 in excess thereof orDefault has occurred and is continuing, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans such prepayments shall be applied pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,0002.18 hereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to -21- 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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.2.07

Prepayments. (a) The Borrower Borrowers may, upon notice from B&N to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 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 a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepayment. If such notice is given by the BorrowerB&N, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower B&N may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerB&N, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower 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 Borrower Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay Committed Loans any Loan in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent Lender not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of a Eurodollar Rate Loans Loan, and (B) on the date of prepayment of a Base Rate Committed LoansLoan; (ii) any prepayment of a Eurodollar Rate Loans Loan shall be in a principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 50,000 in excess thereof; and (iii) any prepayment of a Base Rate Committed Loans Loan shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans Loan(s) to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentprepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Commitment 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(c2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments Commitment then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, 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 PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount of all Loans at any time exceed exceeds 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) 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 a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.14, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided. (c) Subject to the requirements of Section 1031 of the Code, however, the Borrowers shall prepay the Outstanding Amount in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of any Disposition (including as a result of casualty or condemnation) of any Property that has been substituted with any Property acquired with the Borrower proceeds of Loans in connection with a Section 1031 exchange. Any such prepayment shall not be accompanied by any additional amounts required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect3.05.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 1:002:00 p.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 a principal amount of $5,000,000 or a whole multiple of $1,000,000 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 101250789 principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three 3 Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) 4 Business Days (or 5, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iiiiv) 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, and if Eurodollar Rate Eurocurrency Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the applicable Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; providedprovided that, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Agent notifies Borrowers at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at any time exceeds the Alternative Currency Sublimit then in effect, then, within 2 Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. (e) If for any reason the Outstanding Amount of Revolving Loans, L/C Obligations, and Swing Line Loans ever exceeds the Revolving Committed Amount, then, subject to Section 2.01(c), Borrowers shall promptly, and in any event no later than 3 Business Days after written notice from Agent, prepay the Revolving Facility in an amount equal to the excess, together with all accrued and unpaid interest on the principal amount prepaid and any additional amounts required pursuant to Section 3.05 and/or Cash Collateralize the L/C Obligations; provided that, Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(f) unless after the prepayment in full of the Revolving Facility the Total Outstandings exceed the Aggregate Commitments then in effect. All such prepayments shall be applied ratably among the Revolving Notes (based on the proportion of each Revolving Note’s outstanding principal to the Outstanding Amount of all Revolving Loans). (f) On the date such amounts are received by, or for the account of, Borrowers (or the applicable Company), or in respect of clause (vi) below, on the date specified in Section 6.02(c), the following amounts shall be paid to Agent in the form received with any endorsement or assignment and shall be applied to Outstanding Amount of Term Loans in accordance with this Section 2.05(g): (i) 100% of the Net Proceeds of any Funded Indebtedness incurred by any Company after the Closing Date, excluding the Obligations; (ii) 50% of the Net Proceeds from the issuance of any Equity Interest by any Company, excluding Equity Interests issued (A) to officers or employees of any Borrower as part of a compensation agreement, (B) to any current holder of an Equity Interest in any Borrower pursuant to a commitment that became legally enforceable against any Borrower prior to the Closing Date, and (C) in connection with an Acquisition to which Agent has given its prior written consent; (iii) 100% of the Net Proceeds from the Disposition of any asset of any Company (excluding Dispositions expressly permitted under Section 7.05), unless, prior to or within 30 days after the applicable Company’s receipt of the proceeds, a Responsible Officer of Parent delivers to Agent a certificate certifying that such proceeds will be used to purchase a replacement asset that is substantially similar to the asset being Disposed of or to acquire another asset useful in such Company’s business within 60 days after such Company receives such proceeds; (iv) 100% of Insurance Proceeds, unless, prior to or within 30 days after the applicable Company’s receipt of the Insurance Proceeds, a Responsible Officer of Parent delivers to Agent a certificate certifying that such proceeds will be used to repair, restore or replace the remaining portion of the damaged property or to acquire another asset useful in such Company’s business within 180 days after such Company receives such proceeds (or such longer period of time as Agent and Parent agree is reasonable for the replacement of such damaged property); (v) 100% of Eminent Domain Proceeds, unless, prior to or within 30 days after the applicable Company’s receipt of the Eminent Domain Proceeds, a Responsible Officer of Parent delivers to Agent a certificate certifying that such proceeds will be used to repair, restore or replace the remaining portion of the condemned property or to acquire another asset useful in such Company’s business within 180 days after such Company receives such proceeds (or such longer period of time as Agent and Parent agree is reasonable for the replacement of such damaged property); Borrowers shall promptly apply such amounts to prepay the Outstanding Amounts of the Term Loans, together with all accrued and unpaid interest on the principal amount prepaid, until paid in full. All such prepayments shall be applied ratably among the Term Notes (based on the proportion of each Term Note’s outstanding principal to the Outstanding Amount of all Term Loans) and then to the scheduled principal payments on each Term Note in the inverse order of their maturity. After the Term Facility has been paid in full, (a) if no Default or Event of Default exists, any excess proceeds shall be delivered to Borrower, and (b) if a Default or Event of Default exists, Borrower shall promptly apply the remaining proceeds to prepay the Outstanding Amounts of the Revolving Loans, together with all accrued and unpaid interest on the principal amount prepaid, until the Revolving Facility is paid in full. All remaining proceeds shall be applied to Cash Collateralize the L/C Obligations, with any excess proceeds being delivered to Borrower any other Person entitle to receive such amounts. If all or part of the proceeds excluded from the mandatory prepayment requirements of this Section 2.05 in accordance with clauses (iii), (iv), or (v) above, are not used as certified within time specified in the applicable certificate, the remaining portion of such proceeds shall immediately be paid to Agent as a mandatory prepayment to be applied in accordance with this Section 2.05.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) unless otherwise agreed by the Swing Line Lender, such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for the Administrative Agent notifies the Borrower at any reason time that the Total Outstandings at any such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall immediately prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; provided, however, that that, subject to the provisions of Section 2.14(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the 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 exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.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 a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or 47012838_8 prior to the specified effective date) if such conditions are not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) . The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) . If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on or before December 31 of each calendar year, then the Borrower shall immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the then effective necessary or required approvals, consents and authorizations from such Governmental Authorities.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower mayshall have the right, upon notice to the Administrative Agent, at any time or and from time to time voluntarily to prepay Committed Loans any Borrowing, in whole or in part without premium or penalty; part, provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 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 ABR Loans; (ii) any provided, however, that each partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause is (i) an integral multiple of $500,000 and not less than $1,000,000, for any ABR Loan, or (ii) an integral multiple of $1,000,000 and not less than $3,000,000, for any Eurodollar Loan. (b) If, on the date of any termination or reduction of the Commitments pursuant to Section 1.03, the aggregate principal amount of all Base Rate Loans to be other than Term Loans outstanding at any time exceeds the Commitments (such excess, an “Over-Advance”), then the Borrower shall pay or prepay so much of the Loans that are not Term Loans in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount lesser of such prepayment Over-Advance and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum aggregate principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinall Loans that are not Term Loans outstanding. (c) If for any reason Each notice of prepayment shall specify the Total Outstandings at any time exceed prepayment date and the Aggregate Commitments then in effectprincipal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.08 shall immediately prepay be subject to Section 2.12 but otherwise without premium or penalty. All prepayments under this Section 2.08 shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. Each prepayment shall be made to the Administrative Agent, to be distributed to the Lenders, pro rata in accordance with the proportion that each Lender’s Loans and/or Cash Collateralize of the L/C Obligations in an Type prepaid bears to the aggregate amount equal to of all Lenders’ Loans of such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effectType outstanding.

Prepayments. (a) The Upon notice to Agent, the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m., Los Angeles time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Committed Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 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 thereof, or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaidthereon, 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 PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.;

Prepayments. (a) The Borrower Company may, upon at least one Business Day's notice in the case of Base Rate Loans and three Business Day's notice in the case of Eurocurrency Rate Loans and Eurodollar Rate Loans, in each case to the Administrative AgentAgent stating the proposed date and aggregate principal amount of the prepayment, at any time or from time to time voluntarily and if such notice is given the Company shall, prepay Committed the outstanding aggregate principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part without premium or penalty; provided that part, together with (i) accrued interest to the date of such notice must be received by prepayment on the Administrative Agent not later than 1:00 p.m. aggregate amount prepaid and (ii) in the case of any such prepayment of any of the Term B Loans (A) three Business Days on or prior to any date the first anniversary of prepayment this Agreement, a premium of Eurodollar Rate Loans and 2.00% or (B) on or prior to the date second anniversary of this Agreement, a premium of 1.00%, in either case of the aggregate principal amount of Term B Loans being so prepaid; provided, however, that (1) each partial prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of $5,000,000 or a whole multiple (which in the case of $1,000,000 in excess thereof; and (iii) any prepayment in respect of Base Rate Committed the Term B Loan, shall include the Dollar Equivalent of any Euro Term B Loans shall be in a principal amount of $500,000 being so prepaid) or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000100,000 (which in the case of any prepayment in respect of a Term B Loan, then shall include the next prepayment Dollar Equivalent of Base Rate any Euro Term B Loans shall be being so prepaid) in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date excess thereof and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any any prepayment of a Eurocurrency Rate Loan or Eurodollar Rate Loan is made on a date other than the last day of an Interest Period for such Loan, the Company shall be accompanied by all accrued interest on the amount prepaid, together with any additional also pay amounts required owing pursuant to Section 3.054.5. Each such prepayment Any premium payable pursuant to this Section 2.7(a) shall be applied payable to any Term B Lender only to the Committed Loans extent that any such Term B Lender actually receives a prepayment of the Lenders in accordance with their respective Applicable PercentagesTerm B Loans, owing to such Term B Lender, as the case may be. For the avoidance of doubt, the Company shall not be required to pay any prepayment premium to any Term A Lender, Revolving Credit Lender or any Declining Lender. (b) The Borrower mayCompany shall make a prepayment of the Loans upon the occurrence of any of the following (each a "MANDATORY PREPAYMENT EVENT") at the following times and in the following amounts (such applicable amounts being referred to as "DESIGNATED PROCEEDS"): (i) Within 180 days after any Asset Sale (other than any Asset Sale permitted under Sections 8.2(a) through 8.2(i) (other than as to any such Section which is addressed in clauses (ii) through (vi) below) to a Person other than a Loan Party or any of their respective Subsidiaries, upon notice in an amount equal to 100% of the Swing Line Lender (Net Cash Proceeds actually received by any Loan Party or Subsidiary thereof in connection with a copy to the Administrative Agent)such sale, at any time transfer or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penaltyother disposition; provided that (iA) the foregoing shall not apply (1) to Asset Sales, the proceeds (or an amount equal to anticipated proceeds) of which are used or committed to be used by the Company for the financing of fixed or capital assets to be used in the business of the Company and its Subsidiaries prior to or within 12 months after any such notice must Asset Sale, (2) to the extent that the Net Cash Proceeds of all such Asset Sales in any fiscal year are less than the lesser of $10,000,000 and 10% of Consolidated Net Tangible Assets.(as defined in the New Subordinated Notes Indenture) for the most recently ended 12 consecutive month period for which a consolidated balance sheet for the Company and its Subsidiaries has been prepared or (3) to proceeds of Sale/Leaseback Transactions permitted under Sections 8.2(g) and 8.17 and (B) the Company and its Subsidiaries may 57 retain the first $25,000,000 of Net Cash Proceeds of any sale, transfer or other disposition of the Company's San ▇▇▇▇ Plant #3 received or to be received by the Swing Line Lender Company and its Subsidiaries in the Administrative Agent aggregate and shall not later than 3:00 p.m. on the date of the prepaymentbe required to prepay Loans in an amount equal to such proceeds, and such proceeds shall not constitute "DESIGNATED PROCEEDS" hereunder. (ii) Within 30 days after any Asset Sale (including by way of merger or consolidation) by a Loan Party or any of their respective Subsidiaries, of any of the Equity Interests in any such Loan Party's Subsidiaries to a Person other than a Loan Party or any of their respective Subsidiaries, in an amount equal to 100% of the Net Cash Proceeds of such Asset Sale. (iii) Promptly, and in any event within 15 days, after the receipt of any Net Cash Proceeds from the issuance of any Other Debt of the Company or any of its Subsidiaries, in an amount equal to 100% of such Net Cash Proceeds. (iv) Within 95 days after the end of each fiscal year ending on or after April 30,2004, in an amount equal to 50% of Excess Cash Flow for such fiscal year (provided that if the aggregate unpaid principal amount of the Term Loans (based on in the case of any Euro Term B Loans, the Dollar Equivalent thereof as of any date of Calculation) as of the end of such fiscal year is less than $400,000,000, then no prepayment shall be required pursuant to this Section 2.7(b)(iv)). (v) Concurrently with the actual receipt of any Net Cash Proceeds from the issuance of any Indebtedness by DMFC, in an amount equal to 100% of the Net Cash Proceeds thereof. (vi) Immediately following any transfer by the Company or any Subsidiary of Receivables pursuant to a minimum principal Permitted Receivables Facility, in an amount equal to the Net Cash Proceeds of $100,000 or an integral multiple thereof. Each such notice transfer; provided that if the Permitted Receivables Facility is a revolving program, the Designated Proceeds available for application to the Loans from such Permitted Receivables Facility shall specify not exceed the date and maximum outstanding amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified Permitted Receivables Facility (without giving effect to any reduction in such notice shall be due and payable on the date specified thereinamount but giving effect to any increase in such amount). (c) Each prepayment of Term Loans pursuant to Section 2.7 (a) shall be applied ratably to the remaining installments of such Term Loans. Each prepayment of Revolving Credit Loans pursuant to Section 2.7(a) shall be applied in accordance with Section 2.7(h) (d) Each prepayment of Loans pursuant to Section 2.7(b) shall be applied, first, ratably to the remaining installments of each of Term Loans and to such installments, subject to Section 2.7(g), in accordance with each Term Lender's Term Percentage and second to the Revolving Credit Loans, Swingline Loans and L/C Advances as set forth in Section 2.7(h). (e) If for on any reason day the Total Outstandings at any time exceed Effective Amount of all Revolving Credit Loans plus the Aggregate Effective Amount of all Swingline Loans plus the Effective Amount of all L/C Obligations exceeds the lesser of (i) the Revolving Credit Commitments then in effectand (ii) the Borrowing Base, the Borrower Company shall immediately prepay Revolving Credit Loans and/or Swingline Loans or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess. (f) If on any date the Effective Amount of L/C Obligations exceeds the amount of the L/C Commitment, the Company shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the L/C Obligations over the amount of the L/C Commitment. (g) With respect to any prepayment of Term Loans (other than pursuant to Section 2.7(i)), the Administrative Agent shall ratably pay the Term Lenders in an aggregate amount equal to such excessaccordance with their applicable Total Term Percentages; provided, however, that any Term B Lender, at its option, to the Borrower extent that any Term A Loans are then outstanding, may elect not to accept such prepayment. Upon receipt by the Administrative Agent of any such prepayment, the amount of the prepayment that is available to prepay the Term B Loans shall not be required deposited in a cash collateral account on terms reasonably satisfactory to Cash Collateralize the L/C Obligations Administrative Agent and the Company (the "PREPAYMENT AMOUNT"), pending application of such amount on the Prepayment Date as set forth below and promptly after such receipt (the date of such receipt being the "RECEIPT DATE"), the Administrative Agent shall give written notice to the Term B Lenders of the amount available to prepay the Term B Loans (to the extent applicable) and the date on which such prepayment shall be made (the "PREPAYMENT DATE"), which date shall be seven Business Days after the Receipt Date. Any Term B Lender declining such prepayment (a "DECLINING LENDER") shall given written notice to the Administrative Agent by 11:00 a.m. at least three Business Days prior to the Prepayment Date. On the Prepayment Date, an amount equal to that portion of the Prepayment Amount accepted by the Term B Lenders other than the Declining Lenders (such Lenders being the "ACCEPTING LENDERS") to prepay Term B Loans owing to such Accepting Lenders shall be withdrawn from the cash collateral account and applied to prepay Term B Loans owing to such Accepting Lenders on a pro rata basis. Any amounts that would otherwise have been applied to prepay Term B Loans owing to Declining Lenders shall instead be applied to prepay the remaining Term A Loans as provided in this Section 2.7. Notwithstanding anything herein to the contrary no "PREPAYMENT AMOUNT" shall include any premiums payable to any Accepting Lenders 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 effect2.7(a).

Prepayments. (a) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed A Loans and/or B Closing Date Loans in whole or in part without premium or penaltypart; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify (i) the date and amount of such prepayment and prepayment, (ii) the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans and (iii) whether the Loans to be prepaid are A Loans or B Closing Date Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the ratable amount of such prepayment owing to each Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of A Loans pursuant to this Section 2.05(a) made prior to the first anniversary of the Closing Date shall be applied accompanied by a premium payable by the applicable Borrower equal to the Committed Loans one percent (1%) of the Lenders in accordance with their respective Applicable Percentagesprincipal amount of the A Loans so prepaid. (b) The Borrower mayAny prepayment of A Loans pursuant to Section 2.05(a) shall be applied to A Loans then outstanding on a pro rata basis, upon notice in each case to reduce scheduled repayments required under Section 2.03, first, in direct order to such scheduled repayments due on the next four Loan Repayment Dates occurring following such repayment and, second (to the Swing Line Lender extent of any balance), on a pro rata basis among the repayments remaining to be made on each other Loan Repayment Date. Any prepayment of B Closing Date Loans pursuant to Section 2.05(a) shall be applied to B Closing Date Loans then outstanding on a pro rata basis, in each case to reduce scheduled repayments required under Section 2.03, first, in direct order to such scheduled repayments due on the next four Loan Repayment Dates occurring following such repayment and, second (with a copy to the Administrative Agentextent of any balance), at any time or from time on a pro rata basis among the repayments remaining to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. made on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereineach other Loan Repayment Date. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon, New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Dollars, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans in Dollars of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount of all Loans at any time exceed exceeds 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The TheEach Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three 2:00 p.m. (A)two (2) Business Days prior to any date of prepayment of Eurodollar Rate Loans and Term SOFR Loans, (B) 2:00 p.m. on the date of prepayment of Daily SOFR Loans, (C) 1:00 p.m. three (3) Business Days prior to any date of prepayment of EurodollarAlternative Currency Term Rate Loans, and (B)D) 2:00 p.m. on the date of prepayment of Base Rate Committed Loans or Daily Floating LIBOR Rate Loans; (ii) any prepayment of Eurodollar EurodollarTerm SOFR Loans, Daily SOFR Loans or Alternative Currency Term Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans or Daily Floating LIBOR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date date, the currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar EurodollarTerm SOFR Loans or Alternative Currency Term Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company or a Borrower, the Company or such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar RateTerm SOFR Loan or Daily Floating LIBORan Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company or any applicable Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than (A) 3:00 p.m. on the date of the prepaymentprepayment with respect to the prepayment of any Swing Line Loans denominated in Dollars and (B) 1:00 p.m. on the date of prepayment with respect to the prepayment of any Swing Line Loans denominated in Canadian Dollars, and (ii) any such prepayment shall be in a minimum principal amount of the Dollar Equivalent of $100,000 or an integral multiple thereof. Each such notice shall specify the date date, applicable Borrower, currency and amount of such prepayment. If such notice is given by the Company or applicable Borrower, the Company or applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower BorrowerBorrowers 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 BorrowerBorrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans and L/C Obligations denominated in Canadian Dollars at such time exceeds an amount equal to 103% of the Canadian Dollar Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Cash Collateralize Letters of Credit 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 Canadian Dollar Sublimit then in effect.

Prepayments. (a) The No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections(b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below. (b) Any Borrower may, (i)in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that Agent (i) such notice must be received by being irrevocable) and (ii)in the Administrative Agent case of Base Rate Advances, upon notice not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 11:00a.m. on the date of the proposed prepayment to the Administrative Agent (such notice being irrevocable), stating the proposed date and aggregate principal amount of Base Rate Committed Loansthe prepayment, and if such notice is given, such Borrower shall, prepay Contract Advances comprising part of the same Borrowing, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); (ii) any PROVIDED, HOWEVER, that each partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $5,000,000 10,000,000 or a whole an integral multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for at any reason time, the aggregate principal amount of Advances outstanding shall exceed the Total Outstandings at any time exceed the Aggregate Commitments then in effectCommitment, the Borrower Borrowers shall immediately forthwith prepay Loans and/or Cash Collateralize the L/C Obligations Advances in an aggregate a principal amount equal to such excess; provided. If at any time, however, that the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Borrower Sublimit of such Borrower, such Borrower shall not be required forthwith prepay Advances in a principal amount equal to Cash Collateralize the L/C Obligations such excess. All prepayments pursuant to this Section 2.05(csubsection (c) unless after the prepayment in full shall be effected FIRST, from outstanding Contract Advances comprising part of the Loans same Borrowing or Borrowings, SECOND from outstanding Eurodollar Competitive Advances and THIRD from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the Total Outstandings exceed date of such prepayment on the Aggregate Commitments then principal amount prepaid and any amounts owing in effectconnection therewith pursuant to Section 4.03(d); PROVIDED, HOWEVER, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Committed Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable notice delivered to the Administrative Agent no later than (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 10:00 A.M. three (A3) three Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Loans Eurocurrency Loans, and (Bii) 10:00 A.M. on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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 casethe case of Weekly Reset LIBO Rate Loans, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such which notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans Facility to be prepaid andand whether the prepayment is of Eurocurrency Loans or Weekly Reset LIBO Rate Loans; provided, that if Eurodollar Rate Loans are to be repaid, a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such prepayment and notice the payment 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment Partial prepayments of Loans shall be applied to the Committed Loans in an aggregate principal amount of the Lenders in accordance with their respective Applicable Percentages$1,000,000 or a whole multiple thereof. (b) The Borrower mayIf, upon notice to on any day, the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date sum of the prepayment, and (ii) any such prepayment shall be in a minimum aggregate outstanding principal amount of $100,000 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 an integral multiple thereof. Each decreases therein on such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowerday), the Borrower shall make prepay Loans and/or Pari Passu Indebtedness in an amount sufficient to comply with Section 5.2(a). Any such prepayment of Loans pursuant to this Section 2.5(b) shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the payment amount specified in such notice Borrower shall be due and payable on the date specified thereinalso pay any amounts owing pursuant to Section 2.14. (c) If for If, on any reason date, the Total Outstandings at any time Revolving Advances outstanding on such date exceed the Aggregate Total Revolving Commitments then in effecteffect on such date, the Borrower immediately shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations outstanding Revolving Advances in an aggregate the amount equal to of such excess; provided. If, howeveron any date, that the Total Term Advances outstanding on such date exceed the Total Term Loan Commitments in effect on such date, the Borrower immediately shall not be required to Cash Collateralize prepay the L/C Obligations outstanding Term Advances in the amount of such excess. Any such prepayment pursuant to this Section 2.05(c2.5(c) unless after shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts owing pursuant to Section 2.14. (d) Except as provided in full of Section 6, if the Borrower prepays any Loans under this Section 2.5 but fails to specify the Total Outstandings exceed applicable Facility and/or Loans that the Aggregate Commitments Borrower intends to prepay, then such prepayment shall be applied, first, to Revolving Advances, second, to Term Advances and, third, to other Obligations in effectsuch order as the Administrative Agent may determine in its sole discretion, and all such prepayments made under the applicable Facility shall first be applied to Weekly Reset LIBO Rate Loans, then to Eurocurrency Loans on a pro rata basis (and, among such Eurocurrency Loans, first to those with the earliest expiring Interest Periods).

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that that: (i) such notice must be in a form reasonably acceptable to Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) 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 a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal other Borrowing Base Debt as necessary to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this maintain compliance with Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect7.13.

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as provided in subsections (a) and (b) below. (a) The Borrower may, upon at least three (3) Business Days' (or, in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the proposed date of the prepayment) notice to the Administrative AgentAgent (and, at any time or from time to time voluntarily in the case of prepayment of a Swingline Loan, the Swingline Lender) stating the proposed date and the aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall, prepay Committed the outstanding principal amounts of Loans made as part of the same Borrowing, in whole or ratably in part without premium or penalty; provided that part, together with (i) such notice must be received by accrued interest to the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of such prepayment on the principal amount prepaid and (ii) in the case of Eurodollar Rate Loans and (B) on Swingline Loans, any amount payable to the date of Lenders pursuant to Section 5.04(b); provided, however, that each partial prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than (x) in the case of Swingline Loans, $5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof; , and (iiiy) 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount case of Base ABR Loans and Eurodollar Rate Loans not being Loans, $10,000,000 or an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be 1,000,000 in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesexcess thereof. (b) The On the date of any termination or optional or mandatory reduction of the Commitments pursuant to Section 2.03, the Borrower mayshall pay or prepay so much of the principal amount outstanding as shall be necessary in order that the aggregate principal amount outstanding (after giving effect to all Extensions of Credit to be made on such date and the application of the proceeds thereof) will not exceed the Commitments following such termination or reduction, upon notice to the Swing Line Lender (together with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on accrued interest to the date of such prepayment on the prepayment, principal amount repaid and (ii) in the case of prepayments of Eurodollar Rate Loans and Swingline Loans, any such prepayment amount payable to the Lenders pursuant to Section 5.04(b). Any prepayments required by this subsection (b) shall be in a minimum principal applied to outstanding Swingline Loans up to the full amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date thereof before they are applied, first, to outstanding ABR Loans, second, to outstanding Eurodollar Rate Loans, and amount of such prepayment. If such notice is given by the Borrowerthird, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effectas cash collateral, 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effectCash Collateral Agreement, to secure LC Outstandings.

Prepayments. (a) The Optional. (i) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed the Term Loans or Revolving Credit Loans made to such Borrower, in whole or in part part, except as provided in Section 2.05(a)(iii) with respect to Term B Loans, without premium or penalty; provided that (iA) such notice must shall be substantially in the form of Exhibit K or such other form as may be reasonably acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (B3) on the date of prepayment of Base Rate Committed Loans; (iiB) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiiD) 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment, the Facility with respect to which Loans are being prepaid, the principal repayment installments to which such prepayment is to be applied and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Alternative Currency Term Rate Loans or Term SOFR Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the BorrowerCompany, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of an Alternative Currency Term Rate Loan or a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the Committed Loans principal repayment installments thereof as the Company may direct (and, in the absence of any such direction, ratably to the Term A US Facility and the Term B Facility and on a pro rata basis across the remaining quarterly principal installments thereof). Subject to Section 2.18, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities. Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a new debt or equity financing that would result in the repayment of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked or delayed if such New Financing is not consummated on the date specified in such notice; provided that Section 3.05 shall apply to any such revocation or delay. (bii) The Borrower Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, and (iiB) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ciii) If for any reason In the Total Outstandings at any time exceed event that, on or prior to the Aggregate Commitments then in effectdate that is six months after the Amendment No. 1014 Effective Date, a Repricing Transaction occurs, the Borrower Company shall immediately prepay pay to the Administrative Agent (A) in the case of a Repricing Transaction described in clause (a) of the definition thereof, for the ratable account of each of the Term B Lenders a prepayment premium of 1.00% of the aggregate principal amount of the Term B Loans and/or Cash Collateralize so prepaid or repaid and (B) in the L/C Obligations case of a Repricing Transaction described in an aggregate amount clause (b) of the definition thereof, for the ratable account of each of the Term B Lenders (including any Non-Consenting Lenders under the Term B Facility with respect to the amendment), a fee 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(c) unless after the prepayment in full 1.00% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the Total Outstandings exceed the Aggregate Commitments then in effectdate of effectiveness of such Repricing Transaction.

Prepayments. (a) The Borrowers shall have no right to prepay any principal amount of any Revolving Loan or Swing Loan other than as provided in subsection (b) below. Unless otherwise agreed by the relevant Lender in its sole discretion, no Borrower mayshall have the right to prepay any principal amount of any Competitive Bid Loan of such Lender except on the terms specified by the Company for such Competitive Bid Loan in the related Notice of Competitive Bid Loan Borrowing delivered pursuant to Section 3.02 and set forth in the Competitive Bid Loan Note, upon notice to the Administrative Agentif any, at any time or from time to time voluntarily prepay Committed Loans in whole or in part evidencing such Competitive Bid Loan. (b) Each Borrower may without premium or penalty; provided that , (i) such upon at least the number of Business Days’ prior notice must be received specified in the first sentence of Section 3.01(a) with respect to any Revolving Loan of the same Type, (ii) upon notice by the Administrative Agent not no later than 1:00 p.m. 11:00 A.M. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BNew York City time) on the date of prepayment of Base Rate Committed Loansany Swing Loan denominated in Dollars, or (iii) upon notice by no later than 11:00 AM (London time) one Business Day prior to the date of prepayment of any Multicurrency Swing Loan, in any case given to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay the outstanding principal amounts of the Loans made to such Borrower comprising part of the same Revolving Loan Borrowing or Swing Loan Borrowing, as the case may be, in whole or ratably in part, together with accrued interest to the THIRD AMENDED AND RESTATED CREDIT AGREEMENT date of such prepayment on the principal amount prepaid; provided that the Company may condition any such notice upon the consummation of an acquisition, disposition, financing or other event; provided further, however, that (iix) each partial prepayment (other than any prepayment of Eurodollar Rate Loans any Swing Loan) shall be in a an aggregate principal amount of not less than $5,000,000 10,000,000 or a whole an integral multiple of $1,000,000 in excess thereof; thereof (or the Foreign Currency Equivalent of such respective amounts in the case of Loans denominated in an Alternate Currency) and (iiiy) if 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Eurocurrency Rate Loans shall be in made on a date which is not the last day of an amount that will cause Interest Period for such Loans (or on a date which is not the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the maturity date and amount of such prepayment and the Type(s) of Committed Loans Swing Loans), such Borrower shall also pay any amounts owing to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each 9.04(c) so long as such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Lender makes written demand upon such Borrower may, upon notice to the Swing Line Lender therefor (with a copy of such demand to the Administrative Agent)) within 20 Business Days after such prepayment. (c) Upon the occurrence of a Change of Control, at any time or from time to timeif so requested in writing by the Required Lenders through the Administrative Agent within sixty (60) days after the Company notifies the Administrative Agent of the occurrence of such Change of Control, 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 Company shall, on a day not later than 3:00 p.m. five Business Days after the date of such request, prepay and/or cause to be prepaid the full principal of and interest on the Loans and all other amounts whatsoever payable under this Agreement (including without limitation amounts payable under Section 9.04(c) as a result of such prepayment) and provide cash collateral for all outstanding Letters of Credit as provided in Section 7.02 (as if an Event of Default had occurred and was continuing) and (ii) the Commitments shall, on the date of such request, forthwith terminate. (d) If (i) the prepaymentobligations of the Company under Article X with respect to any outstanding Guaranteed Obligations owing by any Designated Borrower (herein, the “Affected Borrower”) shall for any reason (x) be terminated, (y) cease to be in full force and effect or (z) not be the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms, and (ii) such condition continues unremedied for 15 days after written notice thereof shall have been given to the Company by the Administrative Agent or any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify Lender, then the Affected Borrower shall, no later than the 15th day after the date of such notice, prepay (and amount the Company shall cause to be prepaid) the full principal of and interest on the Loans owing by such Affected Borrower and all other amounts whatsoever payable hereunder by such Affected Borrower (including, without limitation, all amounts payable under Section 9.04(c) as a result of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein). (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans on any Business Day, make a voluntary prepayment, in whole or in part without premium or penaltypart, of the outstanding principal amount of any Revolving Loans; provided that provided, however, that (i) any such notice must prepayment shall be received by made pro rata among Revolving Loans of the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date same type and, if applicable, having the same Interest Period of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; all Lenders, (ii) any prepayment of Eurodollar Rate Loans all such voluntary prepayments shall require at least three Business Days’ prior written notice to the Agent, and (iii) all such voluntary partial prepayments shall be in a principal an aggregate minimum amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,0001,000,000 or, then if denominated in a Currency other than Dollars, the next Foreign Currency Equivalent thereof, rounded to the nearest one million units of such Currency. (b) The Borrower shall, on each date when any reduction in the Commitment Amount shall become effective including pursuant to Section 2.2, make a mandatory prepayment of Base Rate Loans shall be in an amount that will cause equal to the excess, if any, of the aggregate outstanding principal amount of all Base Rate Loans over the Commitment Amount as so reduced. (c) The Borrower shall, on each date when the making of any Competitive Bid Loans would cause the aggregate outstanding principal amount of all Loans (determined, in the case of Loans denominated in a currency other than Dollars, on the basis of the Dollar Equivalent thereof) to be exceed the Commitment Amount, make a mandatory prepayment of, first, all Swing Line Loans in an a principal amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeexcess, and of the second, all Revolving Loans in a principal amount of equal to such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagesexcess. (bd) The Borrower shall have no right to prepay, in whole or in part, the outstanding principal amount of any Competitive Bid Loan, unless the Lender that has made such Competitive Bid Loan otherwise agrees in writing. (e) 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 penaltypart; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 1:00 p.m. (New York City time) on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. 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. (cf) If for On the date of the making of any reason Loan and on the Total Outstandings date of a Continuation/Conversion Notice with respect to any Loan or at any other time exceed periodically, the Aggregate Commitments Agent shall determine that the aggregate principal amount of all Loans outstanding (after converting all Loans denominated in Alternate Currencies or Non-Major Alternate Currencies to their Dollar Equivalent on the date of calculation) is greater than 105% of the Commitment Amount then in effect, the Borrower shall immediately shall, upon three Business Days, written notice from the Agent, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount equal to of such excess; providedLoans denominated in Alternate Currencies or Non-Major Alternate Currencies, howeveras the case may be, such that the Borrower shall Dollar Equivalent of the outstanding principal amount of such Loans, when added to the aggregate principal amount of all Loans outstanding denominated in Dollars, does not be required to Cash Collateralize exceed the L/C Obligations Commitment Amount. (g) Each prepayment of any Loans made pursuant to this Section 2.05(c) unless after shall be without premium or penalty, except as may be required by Section 4.4. No voluntary prepayment of principal of any Loans shall cause a reduction in the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effectCommitment Amount.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penaltypart; 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 1:00 p.m. 11:00 a.m. (A) three (3) 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 a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to and (iv) such prepayment is accompanied by the prepayment penalty set forth in Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,0002.03(b). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.to

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 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 a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 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 the case of Base Rate Loans resulting from a Borrowing under Section 2.03(c), such lesser amount as will reduce the aggregate amount of outstanding Base Rate Loans to 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, 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 PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or in an aggregate amount equal to such excess or, if the amount of such excess exceeds the outstanding Loans, shall prepay all outstanding Loans and then Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient 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(c) unless after the prepayment in full of the Loans cause the Total Outstandings to not exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans on any Business Day, make a voluntary prepayment, in whole or in part without premium or penaltypart, of the outstanding principal amount of any Revolving Loans; provided that provided, however, that (i) any such notice must prepayment shall be received by made pro rata among Revolving Loans of the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date same type and, if applicable, having the same Interest Period of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; all Lenders, (ii) any prepayment of Eurodollar Rate Loans all such voluntary prepayments shall require at least three Business Days’ prior written notice to the Agent, and (iii) all such voluntary partial prepayments shall be in a principal an aggregate minimum amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,0001,000,000 or, then if denominated in a Currency other than Dollars, the next prepayment of Base Rate Loans shall be in an amount that will cause Foreign Currency Equivalent thereof, rounded to the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount nearest one million units of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesCurrency. (b) The Borrower mayshall, upon notice on each date when any reduction in the Commitment Amount shall become effective including pursuant to Section 2.2, make a mandatory prepayment of Loans equal to the Swing Line Lender (with a copy to the Administrative Agent)excess, at any time or from time to timeif any, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum aggregate outstanding principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify all Loans over 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 thereinCommitment Amount as so reduced. (c) If for The Borrower shall, on each date when the making of any reason Competitive Bid Loans would cause the Total Outstandings aggregate outstanding principal amount of all Loans (determined, in the case of Loans denominated in a currency other than Dollars, on the basis of the Dollar Equivalent thereof) to exceed the Commitment Amount, make a mandatory prepayment of, all Revolving Loans in a principal amount equal to such excess. (d) The Borrower shall have no right to prepay, in whole or in part, the outstanding principal amount of any Competitive Bid Loan, unless the Lender that has made such Competitive Bid Loan otherwise agrees in writing. (e) On the date of the making of any Loan and on the date of a Continuation/Conversion Notice with respect to any Loan or at any other time exceed periodically, the Aggregate Commitments Agent shall determine that the aggregate principal amount of all Loans outstanding (after converting all Loans denominated in Alternate Currencies or Non-Major Alternate Currencies to their Dollar Equivalent on the date of calculation) is greater than 105% of the Commitment Amount then in effect, the Borrower shall immediately shall, upon three Business Days, written notice from the Agent, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount equal to of such excess; providedLoans denominated in Alternate Currencies or Non-Major Alternate Currencies, howeveras the case may be, such that the Borrower shall Dollar Equivalent of the outstanding principal amount of such Loans, when added to the aggregate principal amount of all Loans outstanding denominated in Dollars, does not be required to Cash Collateralize exceed the L/C Obligations Commitment Amount. (f) Each prepayment of any Loans made pursuant to this Section 2.05(c) unless after shall be without premium or penalty, except as may be required by Section 4.4. No voluntary prepayment of principal of any Loans shall cause a reduction in the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effectCommitment Amount.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay Committed Loans any Loan in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent Lender not later than 1:00 p.m. 11:00 a.m. (Ai) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (ii) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (Biii) on the date of prepayment of Base a Prime Rate Committed LoansLoan; (iib) any prepayment of Eurodollar a Eurocurrency Rate Loans Loan shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiic) any prepayment of Base a Prime Rate Committed Loans Loan shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans Loan(s) to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepaymentprepaid. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, 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. (bi) The If the Lender notifies the Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time that the Outstanding Amount of all Loans and L/C Obligations (the “Total Outstandings”) at such time exceeds by $50,000 or from time to timemore the Commitment then in effect, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepaymentthen, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount within two Business Days after receipt of such prepayment. If such notice is given by the Borrowernotice, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Commitment then in effect; provided, however, that that, subject to the provisions of Section 2.03(l), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments Commitment then in effect. The Lender 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. (ii) If the Lender notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds by $50,000 or more the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or may from time to time voluntarily prepay Committed Loans in whole prepay, without penalty or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.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 premium, all outstanding ABR Advances, or, in a principal minimum aggregate amount of $5,000,000 1,000,000 or a whole any integral multiple of $1,000,000 in excess thereof; and , 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, (iiii) any prepayment all of Base Rate Committed Loans shall be a Eurodollar Ratable Advance, or (ii) in a principal minimum aggregate amount of $500,000 5,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,0001,000,000 in excess thereof (and provided such payment would not reduce the outstanding principal amount of such Eurodollar Ratable Advance to less than $5,000,000) any portion of a Eurodollar Ratable Advance. For the avoidance of doubt, then the next each prepayment of Base Rate Loans shall be applied ratably among all Series of Revolving Credit Facilities. The Borrower may from time to time pay, prior to the last day of the applicable Competitive Bid Interest Period, upon three Business Days’ prior notice to the Administrative Agent, all (but not less than all) of any Competitive Bid Loan having an initial Competitive Bid Interest Period of 90 days or longer and, with the approval of the Revolving Credit Lender holding such Competitive Bid Loan, any other Competitive Bid Loan, subject, in an amount that will cause any case, to payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium. (b) If at any time the sum of (i) the aggregate principal amount of all Base Rate outstanding Revolving Credit Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify (including Revolving Credit Ratable Loans, Competitive Bid Loans and Swing Line Advances) plus (ii) the date and aggregate amount of Letter of Credit Obligations at any time exceeds the Aggregate Revolving Credit Commitment at such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrowertime, the Borrower shall make prepay Revolving Credit Loans and/or Cash Collateralize Letter of Credit Obligations to eliminate such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinexcess. 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), If at any time or from time to (1) the Total Revolving Credit Exposure of any Lender exceeds its Revolving Credit Commitment at such time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make prepay Revolving Credit Loans and/or Cash Collateralize Letter of Credit Obligations to eliminate such prepayment and excess; or (2) the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed Letter of Credit Obligations exceeds the Aggregate Commitments then in effectL/C Limit at such time, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Letter of Credit Obligations in an aggregate amount equal to eliminate such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans and Swingline Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent (A) not later than 1:00 p.m. (A) 12:00 noon, New York time, three Business Days prior to any date of prepayment of Eurodollar any Eurocurrency Rate Loans Loans, and (B) not later than 12:00 noon, New York time, on the date of prepayment of Base Rate Committed Loans and Swingline Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereofthereof (or the remaining outstanding amount of such Loan); 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, (or the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal remaining outstanding amount of Base Rate Loans not being an integral multiple of $100,000, then the next such Loan); and (iv) any prepayment of Base Rate Swingline Loans shall be in an amount that will cause would be permitted in the aggregate case of an advance of a Swingline Loan pursuant to Section 2.14, or, in the case of (ii), (iii) and (iv) if a lesser amount, the remaining principal amount of all Base Rate the applicable Loans to be in an amount equal to an integral multiple of $100,000any outstanding Borrowing. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans or Swingline Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Revolving Loans or Swingline Loans, as the case may be, of the applicable Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), If at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Revolving Credit Exposure at any time exceed exceeds the Aggregate Commitments then in effect, other than as a result of fluctuations in exchange rates, or (ii) if, solely as a result of fluctuations in currency exchange rates, the sum of the Revolving Loans and L/C Exposure denominated in Foreign Currency as of the most recent Calculation Date exceeds 105% of the Foreign Currency Sublimit, the Borrower shall immediately prepay repay their respective Revolving 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effecttogether with all accrued and unpaid interest on such excess amount and any amounts due under Article III.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in substantially the form of Exhibit H or such other form as is acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or the Alternative Currency Equivalent 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for the Administrative Agent notifies the Borrower at any reason time that the Total Outstandings at any such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall immediately prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; provided, however, that that, subject to the provisions of Section 2.14(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the 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 exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Borrower may, upon at least one (1) Business Day’s notice to the Administrative Agent, prepay any Group of Base Rate Loans or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.1, in whole at any time time, or from time to time voluntarily in part in amounts aggregating One Million Dollars ($1,000,000) or any larger multiple of One Hundred Thousand Dollars ($100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The Borrower may, from time to time on any Business Day so long as prior notice is given to the Administrative Agent and Swingline Lender no later than 2:00 p.m. (New York, New York time) on the day on which Borrower intends to make such prepayment, prepay Committed any Swingline 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 1:00 p.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 a principal amount of amounts aggregating $5,000,000 100,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole higher integral multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate outstanding principal amount of all Base Rate Swingline Loans then outstanding) by paying the principal amount to be in an amount equal prepaid together with accrued interest thereon to an integral multiple the date of $100,000prepayment no later than 3:00 p.m. (New York, New York time) on such day. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such optional prepayment shall be applied to prepay ratably the Committed Loans of the Lenders several Banks (or the Swingline Lender in accordance with their respective Applicable Percentagesthe case of Swingline Loans) included in such Group or Borrowing. (b) The Borrower may, upon at least one (1) Business Days’ notice to the Swing Line Lender (with a copy to the Administrative Agent), at prepay any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date Euro-Dollar Loan as of the prepaymentlast day of the Interest Period applicable thereto. Except as provided in Article 8 and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. In addition, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the end of the Interest Period applicable thereto without the consent of all applicable Designated Lenders and (ii) any Banks. Any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereofupon at least three (3) Business Days notice to the Administrative Agent. Each such notice optional prepayment shall specify be in the date amounts set forth in Section 2.11(a) above and amount shall be applied to prepay ratably the Loans of such prepayment. If such notice is given by the BorrowerBanks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof may be prepaid without ratable payment of the Borrower shall make such prepayment and the payment amount specified other Loans in such notice shall be due and payable on the date specified thereinGroup of Loans which have not been so converted. (c) If for any reason the Total Outstandings If, at any time exceed time, Borrower or EOPT receives Net Offering Proceeds in the Aggregate Commitments then form of cash (other than drawings under this Agreement or the Existing Facility or proceeds received within ninety (90) days after the redemption, retirement or repurchase of ownership or equity interests in effectBorrower or Guarantor, up to the amount paid by Borrower or Guarantor in connection with such redemption, retirement or repurchase, where, for the avoidance of doubt, the net effect is that neither Borrower nor Guarantor shall have increased its Net Worth as a result of any such proceeds), then, the Borrower shall immediately prepay repay the Loans and/or Cash Collateralize the L/C Obligations as LIBOR tranches expire in an aggregate amount equal to the lesser of (x) the aggregate Net Offering Proceeds in the form of cash then received by Borrower and (y) the outstanding Obligations, and, if and to the extent that the outstanding Obligations shall be less than the amount of such excess; providedNet Offering Proceeds, the Commitments shall be reduced on a pro rata basis by an amount equal to the difference between such Net Offering Proceeds and the outstanding Obligations. Borrower shall deliver a Mandatory Prepayment Notice to the Administrative Agent within one (1) Business Day after Borrower or EOPT receives any such Net Offering Proceeds. (d) If at any time Borrower or EOPT receives proceeds, dividends or distributions relating to the sale or disposition of the Borrower’s interests in material Property or other assets (including, but not limited to, Joint Venture Interests and equity interests in Subsidiaries), then, the Borrower shall repay the Loans as LIBOR tranches expire in an amount equal to the lesser of (x) the aggregate Net Price in the form of cash relating to such sale or disposition received by the Borrower, and (y) the outstanding Obligations, and, if and to the extent that the outstanding Obligations shall be less than the amount of such Net Price, the Commitment Amount shall be reduced by an amount equal to the difference between such Net Price and the outstanding Obligations. Borrower shall deliver a Mandatory Prepayment Notice to the Administrative Agent within one (1) Business Day after Borrower or EOPT receives any such proceeds, dividends or distributions. Notwithstanding the foregoing, however, that the Borrower shall not be required to Cash Collateralize prepay any outstanding Obligations, nor shall the L/C Obligations Commitments be reduced, with respect to up to $50,000,000 in aggregate proceeds, dividends or distributions in the form of cash relating to sales or dispositions of the Borrower’s interests in material Properties or other assets (including, but not limited to, Joint Venture Interests and equity interests in Subsidiaries) if and to the extent Borrower uses such proceeds, dividends or distributions to purchase Real Property Assets, provided that (i) Borrower identifies such Real Property Assets to Administrative Agent within forty-five (45) days after the date of the receipt of such proceeds, dividends or distributions and (ii) the purchase and sale of one or more of such Real Property Assets closes within 180 days after the date of the receipt of such proceeds, dividends or distributions. (e) The Borrower may at any time and from time to time cancel all or any part of the Commitments in amounts aggregating Ten Million Dollars ($10,000,000) or any larger multiple of One Hundred Thousand Dollars ($100,000), by the delivery to the Administrative Agent of a notice of cancellation, signed by an Authorized Officer, within the applicable time periods set forth in Sections 2.11(a) and (b) if there are Loans then outstanding or, if there are no Loans outstanding at such time as to which the Commitments with respect thereto are being canceled, upon at least three (3) Business Days’ notice to the Administrative Agent, whereupon, in either event, all or such portion of the Commitments, as applicable, shall terminate as to the Banks, pro rata on the date set forth in such notice of cancellation, and, if there are any Loans then outstanding, Borrower shall prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Section 2.11(a) and (b), Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. In no event shall the Borrower be permitted to cancel Commitments, if, after giving effect to such cancellation and any related payments as well as any returns by Borrower, the amount of the Loans exceeds the Commitments, as so reduced. A reduction of the Commitments pursuant to this Section 2.05(c2.11(e) shall not effect a reduction in the Swingline Commitment (unless after so elected by the prepayment Borrower) until the aggregate Commitments have been reduced to an amount equal to the Swingline Commitment. (f) Subject to the limitations set forth herein, up to $125,000,000 of amounts repaid pursuant to Section 2.11 (a) and (b) may be reborrowed one or more times, provided that (i) no amounts in full excess of such $125,000,000 may be reborrowed and (ii) no amounts required to be repaid pursuant to Section 2.11(c) or (d) may be reborrowed. In the event Borrower elects to cancel all or any portion of the Loans Commitments and the Total Outstandings exceed the Aggregate Commitments then in effectSwingline Commitment pursuant to Section 2.11(e) hereof, such amounts may not be reborrowed.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or and from time to time time, voluntarily prepay Committed Loans 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 1:00 p.m. 11:00 a.m., New York time, (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 a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable on on, the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued accrued, unpaid interest on the amount prepaidthereon, 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 PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein[Intentionally Blank]. (c) [Intentionally Blank]. (d) If for any reason the Total Outstandings Outstanding Amount at any time exceed exceeds 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 11:00 a.m. on the date of prepayment of Base Rate Committed such Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the D-2216575_11.doc 22 amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at aggregate Outstanding Amount of all Loans on any time exceed Test Date exceeds the Aggregate Commitments Maximum Availability then in effect, the then Borrower shall immediately shall, within ten (10) Business Days of such Test Date, 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 prepay Loans pursuant to this Section 2.05(c2.03(b) unless if, within such ten (10) Business Day period, Additional Unencumbered Properties are added to the Unencumbered Property Pool pursuant to Sections 4.02 and 4.03 in an aggregate amount equal to such excess. (c) Within three (3) Business Days of Borrower or any Subsidiary’s receipt thereof, Borrower shall prepay the outstanding Loan in an aggregate amount equal to the Release Amount with respect to the Disposition of any Unencumbered Property. (d) Within ten (10) Business Days of the granting of any Lien (other than Permitted Liens), negative pledge, and/or encumbrance or any restriction on the ability to transfer (other than pursuant to a sale agreement with respect to such an Unencumbered Property) or encumber any Unencumbered Property or income therefrom or proceeds thereof, Borrower shall prepay the outstanding Loan in an aggregate amount equal to the Release Amount; provided, however, that Borrower shall not be required to prepay Loans pursuant to this Section 2.03(d) if, within such ten (10) Business Day period, Additional Unencumbered Properties are added to the Unencumbered Property Pool pursuant to Sections 4.02 and 4.03 resulting in an Additional Borrowing Base at least equal to the Borrowing Base of the Unencumbered Property subject to the lien, negative pledge, encumbrance, or restriction. (e) Within five (5) Business Days after a Responsible Officer of Guarantor or Borrower obtains actual knowledge of a breach of any of the prepayment representations or covenants, as the case may be, in full Sections 6.17, 7.06, 7.12, 7.13, 8.08, 8.14 or 8.15, Borrower shall prepay the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document. (f) To the extent all or any portion of the proceeds of the Loans which have been deposited by Borrower and its Subsidiaries into the Total Outstandings exceed Escrow Account are not disbursed from the Aggregate Commitments then Escrow Account on or before January 31, 2014, Borrower shall prepay the unpaid principal amount of outstanding Loans, together with all interest accrued and unpaid thereon, in effectan amount equal to the proceeds on deposit in the Escrow Account on such date.

Prepayments. (ai) The Borrower may, upon notice to the Administrative Agent, at any time or may from time to time voluntarily prepay Committed Loans prepay, without penalty or premium, all outstanding Floating Rate Advances or, in whole an aggregate amount of $1,000,000 or a higher integral multiple of $500,000 (or, in part without premium or penalty; provided that (i) the case of any prepayment of a Floating Rate Advance made to repay Reimbursement Obligations, in such other amount as is necessary to repay such Advance in full), any portion of the outstanding Floating Rate Advances upon notice must be received by to the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 11:00 a.m. on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of prepayment. The Borrower may from time to time prepay, without penalty or premium, all outstanding Eurodollar Rate Loans shall be Advances or, in a principal an aggregate amount of $5,000,000 1,000,000 or a whole higher integral multiple thereof, any portion of $1,000,000 in excess thereof; and the outstanding Eurodollar Advances upon three Business Days’ prior notice to the Administrative Agent. (iiib) On 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, date on which the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans Aggregate Commitment is reduced pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower2.7, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. prepay all Revolving Loans. (c) Any prepayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period therefor shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant subject to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages3.4. (bd) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount which is an integral multiple of $100,000 (except that, if at any time Swing Line Loans are made in an amount which is not an integral multiple of $100,000 upon delivery of by the Swing Line Lender of a Swing Line Loan Notice as contemplated by Section 2.21.2, the next prepayment of Swing Line Loans shall be in an amount so that the outstanding principal amount of $100,000 all Swing Line Loans is either (x) zero or (y) an integral multiple thereofof $100,000). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans the 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 1:00 p.m. 10:00 a.m., Dallas, Texas time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; , (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; , and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, notice and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required then due and payable pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Principal Debt at any time exceed exceeds the Aggregate Commitments Total Commitment then in effect, subject to Section 2.13, 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) If at any time the sum of the aggregate principal amount of all Revolving Credit Loans outstanding, plus the then current Revolver L/C Exposure shall exceed the Total Revolving Credit Commitment hereunder, RRI will immediately prepay Revolving Credit Loans to the extent necessary to eliminate such excess. If at any time the sum of the aggregate principal amount of all Senior Priority Loans outstanding, plus the then current Senior Priority L/C Exposure shall exceed the Total Senior Priority Commitment hereunder, the applicable Borrowers of the outstanding Senior Priority Loans will immediately repay Senior Priority Loans to the extent necessary to eliminate such excess. (b) The Loans shall be subject to prepayment as provided in Section 5.18 hereof. (c) Subject to the terms of Section 2.14 hereof, a Borrower mayshall have the right at its option at any time and from time to time to prepay (i) any Base Rate Loan, in whole or in part, upon prior written, facsimile, or telephonic (promptly confirmed in writing) notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be Agent received by the Administrative Agent not later than 1:00 p.m. 10:00 a.m., (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BCentral time) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be day, in a the principal amount of $5,000,000 or a whole such greater amount which is an integral multiple of $1,000,000 if prepaid in excess thereof; part, and (iiiii) any prepayment of Base Rate Committed Loans shall be Eurodollar Loan, in a 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 principal amount of $500,000 10,000,000 or a whole such greater amount which is an integral multiple of $100,000 1,000,000 if prepaid in excess thereof orpart. Each notice of prepayment shall specify the prepayment date, each Loan to be prepaid and the principal amount thereof, shall be irrevocable and shall commit the applicable Borrower of such Loan to prepay such Loan in the amount and on the date stated therein. With respect to any optional prepayment pursuant to this Section 2.11(c), the Credit Parties agree that (1) they shall prepay the Senior Priority Loans in full before prepaying any of the Term Loans, the Tranche A Loans or the Revolving Credit Loans and (2) the Term Loans and the Tranche A Loans shall be prepaid on a pro rata basis. (d) 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 casecase 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 lessany, of (i) 50% of the entire principal 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 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 outstandingbe 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 provided, that if an Event of Default shall have occurred and be continuing, all proceeds of any Borrowing 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 Base Rate 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 2.03(c)(i2.11(c) results 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 not being an integral multiple which are of $100,000the 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 next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be Prepayment Collateral Account in an amount equal to an integral multiple such excess, and only the outstanding Base Rate Loans which are of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans type required to be prepaid and, if Eurodollar Rate Loans are shall be required to be repaid, the Interest Period(s) of prepaid on such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, Prepayment Date and (ii) any on the last day of each Interest Period after such prepayment shall Prepayment Date in effect with respect to a Eurodollar Loan which is the type required to be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowerprepaid, the Borrower shall make 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 prepayment and Eurodollar Loans for which the payment amount specified Interest Period is then ending to the extent funds are available in such notice shall be due and payable on the date specified thereinPrepayment Collateral Account. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, If at any time (i) the aggregate principal amount of Revolving Obligations outstanding shall exceed the Total Revolving Committed Amount, (ii) the aggregate principal amount of Loan Obligations outstanding shall exceed the Borrowing Base, (iii) the aggregate principal amount of LOC Obligations outstanding shall exceed the LOC Committed Amount or (iv) the aggregate principal amount of all Swingline Loans outstanding shall exceed the Swingline Committed Amount, the Borrower will immediately prepay Revolving Obligations, first, until paid in full, and then (if applicable) the Tranche B Term Loan, if necessary, to the extent necessary to eliminate any such excess; provided that any such prepayment shall be subject to the terms of Section 2.10. (b) Subject to the terms of Section 2.10 hereof, the Borrower shall have the right at its option at any time and from time to time voluntarily to prepay Committed any of the Loans hereunder; provided (i) any such prepayment of a Base Rate Loan, in whole or in part without premium or penalty; provided that part, shall be (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (ACharlotte, North Carolina time) three on the Business Days prior to any Day that is the date of prepayment of Eurodollar Rate Loans and such prepayment, (B) on in the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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 such greater amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being which is an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be 250,000 if prepaid in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticepart, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be (C) accompanied by all accrued interest on a Notice of Prepayment substantially in the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans form 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 3:00 p.m. on the date of the prepaymentExhibit B-3, and (ii) any such prepayment of a Eurodollar Rate Loan, in whole or in part, shall be (A) received not later than 11:00 a.m. (Charlotte, North Carolina time) on the Business Day that is the date of such prepayment, (B) in a minimum the principal amount of $100,000 1,000,000 or such greater amount which is an integral multiple thereofof $100,000 if prepaid in part, and (C) accompanied by a Notice of Prepayment substantially in the form of Exhibit B-3. Each such notice of prepayment shall specify the date prepayment date, each Loan to be prepaid and the principal amount of such prepayment. If such notice is given by the Borrowerthereof, shall be irrevocable and shall commit the Borrower shall make to prepay each such prepayment Loan in the amount and the payment amount specified in such notice shall be due and payable on the date specified stated therein. (c) Any prepayments pursuant to this Section 2.7 not otherwise specifically provided for in this Section 2.7, shall be applied as provided in Section 2.4(f) hereof. (d) All prepayments of Loans under this Section 2.7 shall, as regards Interest Rate Type, be applied first to Base Rate Loans, and subject to Section 2.7(f) hereof, then to Eurodollar Rate Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e., those Eurodollar Rate Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). (e) All prepayments under this Section 2.7 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment. (f) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.7, but for any reason the Total Outstandings at any time exceed operation of this Section 2.7(f) (each a “Prepayment Date”), the Aggregate Commitments amount of such required prepayment exceeds the then in effectoutstanding aggregate principal amount of Base Rate Loans which are of the type required to be prepaid (i.e., Revolving Loans or Term Loan), and no Default or Event of Default exists or is continuing, then on such Prepayment Date, (i) the Borrower shall immediately prepay Loans and/or deposit Dollars into the Cash Collateralize the L/C Obligations Collateral Account in an aggregate amount equal to such excess; provided, however, that and only the Borrower outstanding Base Rate Loans which are of the type required to be prepaid shall not be required to Cash Collateralize be prepaid on such Prepayment Date and (ii) on the L/C Obligations pursuant last day of each Interest Period after such Prepayment Date in effect with respect to this Section 2.05(c) unless after the prepayment in full a Eurodollar Rate Loan which is of the type required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Cash Collateral Account (and liquidate investments held in the Cash Collateral Account, as necessary) to prepay such Eurodollar Rate Loans for which the Total Outstandings exceed Interest Period is then ending to the Aggregate Commitments then extent funds are available in effectthe Cash Collateral Account.

Prepayments. (a) The Borrower may, upon irrevocable notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent Lender not later than 1:00 p.m. 11:00 a.m. (A) three two (2) Business Days prior to any date of prepayment of Eurodollar Rate RateTerm SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 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 casethe case of either (ii) or (iii) above, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidRateTerm SOFR Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate RateTerm SOFR 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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments Loan Cap as then in effect, the Borrower shall immediately prepay the Loans and/or and L/C Borrowings and Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments Loan Cap as then in effect. (c) 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 L/C Obligations to the extent required pursuant to the provisions of Section 6.12 hereof. (d) [Reserved]. (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 applied to satisfy other Obligations, as and to the extent such other Obligations shall then be due and payable.

Prepayments. (a) The Borrower may, upon notice Subject to the Administrative Agentprovisions of Section 2.03(e), at the Issuer shall pay $20,000,000 of the outstanding principal amount of the Notes on November 15 of each of the years 2005 through 2008, inclusive, and shall pay the remaining outstanding principal amount of the Notes together with all accrued but unpaid interest thereon, and the Notes shall finally mature, on November 15, 2009. (b) On any time date (but in any event not more than four times in any fiscal year), the Issuer may prepay all or from time any portion of the Notes, provided that, simultaneously with any such prepayment, the Issuer shall pay accrued but unpaid interest and a prepayment charge with respect to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided Notes being prepaid equal to the amount (the "Make Whole Amount") not less than zero that is the excess of: (1) the sum of the Present Values of (i) such notice must be received by the Administrative Agent not later than 1:00 p.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 a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not the Notes being an integral multiple prepaid (assuming the principal balance of $100,000such Notes payable upon maturity and the required prepayments pursuant to Section 2.03(a) are paid when due, then without regard to the next prepayment in respect of Base Rate Loans shall be in an which the Make Whole Amount is being calculated) and (ii) the amount that will cause of interest which would have been payable on the principal amount of such Notes (assuming the principal balance of such Notes payable upon maturity, the required prepayments pursuant to Section 2.03(a) and interest payments pursuant to the terms of such Notes are paid when due); over (2) the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000the Notes being prepaid. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidsecurity for which a weekly average yield is given, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice Treasury Yield shall be due and payable on obtained by linear interpolation (calculated to the date specified therein. Any prepayment nearest one-twelfth of a Eurodollar Rate Loan shall be accompanied by all accrued interest on year) from the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each most recent weekly average yield of United States Treasury securities for which such prepayment shall be applied yields are given having a maturity as close as possible to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesRemaining Life. (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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiiiv) 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay outstanding Committed Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment 64054670 52 of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. 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; provided further that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Swing Line Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. (c) If for at any reason time the Total Outstandings at any time exceed exceeds an amount equal to the Aggregate Commitments then in effectCommitments, within one Business Day, the Borrower shall immediately prepay Loans (including Swing Line Loans and L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal necessary to eliminate such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless unless, after the prepayment in full of the Loans the Loans, Total Outstandings continues to exceed the Aggregate Commitments then Commitments. Each prepayment pursuant to the foregoing sentence shall be applied, first, to the outstanding Swing Line Loans until paid in effectfull, second, ratably to the outstanding Loans (without any reduction of the Aggregate Commitments) until paid in full, and third, to Cash Collateralize the L/C Obligations in full.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.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 Revolving Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s Applicable Percentage Pro Rata Revolving Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Revolving Loans of the Revolving Lenders in accordance with their respective Applicable PercentagesPro Rata Revolving Shares. (b) In addition to the required payments of principal of the Term Loan A set forth in Section 2.08(c), the Borrower may, upon irrevocable notice to the Administrative Agent, voluntarily prepay the Term Loan A in whole or in part from time to time on any Business Day, without penalty or premium; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 Noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans, (ii) any prepayment of the Term Loan A shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or in the entire remaining principal balance of the Term Loan A), and (iii) any such prepayment will be applied among the Term Loan A Lenders in accordance with their respective Pro Rata Term A Shares. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Segment to be prepaid. The Responsible Officer of the Borrower shall provide the Administrative Agent written confirmation of each such telephonic notice but failure to provide such confirmation shall not affect the validity of such telephonic notice. The Administrative Agent will promptly notify each Term Loan A Lender of its receipt of each such notice, and such Term Loan A Lender’s pro rata share of such prepayment (calculated in accordance with the first sentence of this subsection (b)). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. All prepayments of principal under this Section 2.06(b) shall be applied pro rata across the remaining installments of principal of the Term Loan A pursuant to Section 2.08(c). (c) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 4:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. 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. (cd) If for any reason the Total Outstandings Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations at any time exceed exceeds the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans, and/or Cash Collateralize the L/C Obligations Obligations, as it shall select, 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(c2.06(d) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Outstandings exceed Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations at any time exceeds the Aggregate Revolving Credit Commitments then in effect.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans 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 1:00 p.m. 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans or Alternative Currency Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Alternative Currency Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, Dollar Equivalent thereof); and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, Dollar Equivalent thereof) or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results . Notwithstanding the foregoing, in the aggregate principal case of a prepayment in any Eligible Currency other than Dollars, there shall be no required minimum amount of Base Rate Loans not being an or integral multiple of $100,000, then the next if after giving effect to such prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000no Currency Amount Shortfall would exist. Each such notice shall be irrevocable (subject to the final sentence of this Section 2.03(a)) and specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant Subject to Section 3.05. Each 2.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything herein to the contrary, the Borrowers may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Loans, which refinancing will not be consummated or will otherwise be delayed. (b) The Borrower mayIf the Administrative Agent notifies the Borrowers at any time that: (i) a Borrowing Base Deficiency exists at such time, upon then the Borrowers shall (i) give notice to the Swing Line Lender Administrative Agent and Lenders of its intent to cure any Borrowing Base Deficiency by 3:00 p.m. on the Business Day following the date on which the Administrative Agent sent notice to the Borrowers that a Borrowing Base Deficiency arose (unless Borrowers have actually cured such Borrowing Base Deficiency by such time), (ii) if the Borrowers intend to cure such Borrowing Base Deficiency with a copy cash capital contribution from one or more Borrower Parents, provide evidence to the Administrative Agent), at any time or from time which is reasonably satisfactory 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 (it being understood that delivery of a certification by the applicable Borrower Parent of its ability and commitment to fund such capital contribution shall be deemed satisfactory to the Administrative Agent so long as neither such Borrower Parent nor any Collateral Manager is in default of any of its obligations under the Loan Documents or any of its other material contractual obligations), that such Borrower Parent shall have taken necessary steps to contribute such cash capital to the Borrowers in order to cure such Borrowing Base Deficiency by 3:00 p.m. on or prior to the date that is ten (10) Business Days following the date on which the Administrative Agent sent notice to the Borrowers that a Borrowing Base Deficiency arose (unless the Borrowers have actually cured such Borrowing Base Deficiency by such time) and (iii) cure any Borrowing Base Deficiency (I) if being cured by a cash capital contribution from any Borrower Parent, by 3:00 p.m. on the tenth Business Day following the date on which the Administrative Agent sent notice to the Borrowers that a Borrowing Base Deficiency arose by repaying outstanding Loans or transferring Cash to the Collateral Account or the Unfunded Exposure Account, as applicable, so that the Borrowing Base Deficiency will thereupon be cured or (II) if not being cured by a cash capital contribution, by 3:00 p.m. on the third Business Day (or such longer period as the Administrative Agent may agree in its discretion in the event that the Borrowers submit a written plan to cure the Borrowing Base Deficiency within ten (10) Business Days) following the date on which the Administrative Agent sent notice to the Borrowers that a Borrowing Base Deficiency arose by either (A) repaying outstanding Loans or transferring additional Eligible Collateral Assets, Cash or Cash Equivalents to the Collateral Account or the Unfunded Exposure Account, as applicable, so that the Borrowing Base Deficiency will thereupon be cured or (B) delivering to the Administrative Agent a written report showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets (calculated on a trade-date basis), which report shall (1) be reasonably satisfactory to the Administrative Agent (it being understood that, without limiting the Administrative Agent’s ability to determine if the portion of the prepaymentreport based on actions described in clause (A) is reasonably satisfactory to it, the portion of the report describing purchases and sales of Collateral Assets shall be deemed satisfactory to the Administrative Agent if the Borrowers certify that such pending purchases and sales are expected in good faith to settle in accordance with customary market practices and timeframes given then-current market conditions, and such sales of Collateral Assets are to Approved Dealers), (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrowers and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets only if such sales are to Approved Dealers and Borrowers reasonably expect such sales to be settled within 30 days of the Borrowers’ commitment to such sale; provided, however, Borrowers shall not have the right to cure any such Borrowing Base Deficiency where any Borrower or Collateral Manager has knowingly and willfully caused such Borrowing Base Deficiency to occur (other than, for purposes of this proviso, a Borrowing Base Deficiency that occurs as a result of any action or inaction of any Borrower or Collateral Manager in respect of a Collateral Asset in accordance with the Internal Policies (as defined in the Collateral Management Agreement) of the applicable Collateral Manager, including any consent, amendment, waiver, modification or supplement with respect to the terms of a Collateral Asset in the exercise of its good faith business judgment); (ii) a Currency Asset Amount Shortfall exists, the Borrowers shall convert Loans in such Eligible Currency to Dollars (or, if after giving effect to such conversion no Borrowing Base Deficiency would exist and the Loans in any other Eligible Currency would not exceed the applicable Currency Asset Amount, such other Eligible Currency as directed by the Collateral Managers) in an amount necessary to cause the Outstanding Amount of the Loans in such Eligible Currency to be less than or equal to the applicable Currency Asset Amount by notice to the Administrative Agent, the Lenders, the Account Bank and the Collateral Administrator by 3:00 p.m. on the Business Day following the delivery of notice via electronic mail or facsimile to the Borrowers of such excess (unless Borrowers have actually eliminated such excess by such time), which conversion shall be deemed to be a repayment of the Loans in such Eligible Currency and a Loan in Dollars (or such other Eligible Currency) notwithstanding anything to the contrary herein (including, without limitation, the Borrowers’ failure to satisfy any of the conditions precedent set forth in Section 4.02); provided that, (x) if Loans cannot be converted in accordance with this Section 2.03(b)(ii) such that no Currency Asset Amount Shortfall exists after giving effect thereto, Loans shall be converted such that a Currency Asset Amount Shortfall exists only with respect to Loans denominated in Dollars and (y) if the Borrowers fail to provide such notice prior to the deadline specified herein, then no Default or Event of Default shall be deemed to have occurred as a result of such failure, but the Administrative Agent may convert Loans in such Eligible Currency in accordance with this Section 2.03(b)(ii); or (iii) a breach of the Interest Coverage Test exists at such time, then the Borrowers shall (i) give notice to the Administrative Agent and Lenders of its intent to cure any such prepayment breach by 3:00 p.m. on the Business Day following the date on which the Administrative Agent sent notice to the Borrowers that such breach arose (unless Borrowers have actually cured such breach by such time), (ii) if the Borrowers intend to cure such breach by means of a cash capital contribution from any Borrower Parent, provide evidence to the Administrative Agent, which is reasonably satisfactory to the Administrative Agent (it being understood that delivery of a certification by the applicable Borrower Parent of its ability and commitment to fund such capital contribution shall be deemed satisfactory to the Administrative Agent so long as neither such Borrower Parent nor any Collateral Manager is in a minimum principal amount default of $100,000 any of its obligations under the Loan Documents or an integral multiple thereof. Each any of its other material contractual obligations), that such notice shall specify Borrower Parent intends to make such contribution in order to cure such breach on or prior to the date that is ten (10) Business Days following the date on which the Administrative Agent sent notice to the Borrowers that a breach of the Interest Coverage Test has occurred (unless Borrowers have actually cured such breach by such time), (iii) if the Borrowers intend to cure such breach by designating Principal Proceeds as Interest Proceeds, provide evidence to the Administrative Agent that the Principal Proceeds Test will be satisfied on a pro forma basis by 3:00 p.m. on the Business Day following the date on which the Administrative Agent sent notice to the Borrowers regarding such breach and amount (iv) in each case, cure any such breach by 3:00 p.m. on the fifth Business Day (or, in the case of such prepayment. If such notice is given a cure by the Borrowermeans of a capital contribution from any Borrower Parent, the Borrower tenth Business Day) following the date on which the Administrative Agent sent notice to the Borrowers that such breach arose by transferring Cash to the Collateral Account which shall make immediately be applied to pay interest on the Loans and/or fees payable to the Lenders or Administrative Agent that otherwise could not be paid with Cash available in the Collateral Account prior to such prepayment and the payment amount specified in transfer, to cure such notice breach (it being understood that, for purposes of this Section, such Cash shall be due and payable on deemed to be Interest Proceeds for purposes of determining the date specified thereinInterest Coverage Ratio). (c) If for Any prepayment of any reason Loan shall be accompanied by all accrued and unpaid interest, amounts owing under Section 2.06 in respect of the Total Outstandings at amount prepaid and in the case of 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 Term SOFR Loan or Alternative Currency Loan any additional amounts required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect3.05.

Prepayments. (a) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A) three (3) 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 a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If Once such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Loans pursuant to this Section 2.03 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 principal installments thereof as directed by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.the

Prepayments. (a1) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiiiv) 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (ba) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereofor, if less, the entire principal amount then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cb) If for the Administrative Agent notifies the Borrower at any reason time that the Total Outstandings at any such time exceed an amount equal to 100% or, if such excess is a result of exchange rate fluctuations, 105% of the Aggregate Commitments then in effect, then, immediately or, if such excess is as a result of exchange rate fluctuations, within two Business Days after receipt of such notice, the Borrower shall immediately prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that that, subject to the provisions of Section 2.16(a)(ii), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the 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.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 8:00 a.m. (A) three (3) 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 a principal amount of Two Million Dollars ($5,000,000 2,000,000) or a whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereofthereof or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of One Million Dollars ($500,000 1,000,000) or a whole multiple of Five Hundred Thousand Dollars ($100,000 500,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein[Reserved]. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. All amounts required to be paid pursuant to this Section 2.05(c) shall be applied to Loans and (after all Loans have been repaid) to Cash Collateralize L/C Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(c) shall be subject to Section 3.05.

Prepayments. (a) The Provided there shall be no Default or Event of Default, Borrower mayshall have the right, upon not less than ten (10) days prior written notice to Lender, on any regularly scheduled payment date, to prepay the Administrative Agentoutstanding principal balance of the Loan in whole, at any time or from time to time voluntarily prepay Committed Loans but not in whole or in part without premium or penalty; part, provided that Borrower shall pay to Lender, together with the principal balance of the entire Loan, (i) such notice must be received by all accrued and unpaid interest on the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on amount prepaid through the date of prepayment of Base Rate Committed Loans; prepayment, (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; all outstanding fees, charges and other amounts then due under the Loan Documents, and (iii) any a 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be fee in an amount equal to an integral multiple the product of $100,000. Each such notice shall specify (A) the date and amount outstanding principal balance of such the Loan at the time of prepayment, times (B) the applicable percentage set forth opposite the Loan Year in which the prepayment and the Type(s) is made, as set forth below: Loan Year of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidFirst Loan Percentage ----------------------- ---------- First Loan Year 5% Second Loan Year 4% Third Loan Year 3% Fourth Loan Year 2% Fifth Loan Year 1% Second Loan Loan Year of Second Loan Percentage ------------------------ ---------- First Loan Year 5% Second Loan Year 4% Third Loan Year 3% Fourth Loan Year 2% Fifth Loan Year 1% Once given, the Interest Period(s) notice of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied irrevocable. Any acceleration of the Obligations or any part thereof as a consequence of the occurrence of an Event of Default, shall be presumed to be a mechanism to avoid the requirements of this provision and shall be deemed a prepayment and subject to the Committed Loans of the Lenders appropriate prepayment premium set forth above, in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice addition 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 all other amounts otherwise due under this Agreement and the Administrative Agent not later than 3:00 p.m. on other Loan Documents, including, without limitation, interest at the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinDefault Rate. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or Company may from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that time, upon at least (i) two (2) Business Days' prior notice (in the event such notice must be pertains to Domestic Loans) or (ii) three (3) Business Days' prior notice (in the event such notice pertains to Eurodollar Loans) (by telephone (confirmed in writing promptly thereafter) or telecopier) received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to 12:00 noon, New York City time, in the event such notice pertains to Domestic Loans) (which shall advise each Bank thereof as soon as practicable thereafter), prepay any date Revolving Credit Borrowing in whole or in part, without, except as provided in Section 3.04 hereof, premium or penalty (such prepayment to be PRO RATA to the Banks according to the respective unpaid principal amounts of the Revolving Credit Notes held by them); PROVIDED, HOWEVER, that each such 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 a principal an aggregate amount of $5,000,000 50,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,00010,000,000 in excess of $50,000,000. Except as provided in Section 2.09(e)(ii), then Section 2.09(e)(iii), Section 2.13(c)(i), Section 2.14(i), Section 4.03(a), Section 4.03(b)(ii) or Section 4.03(b)(iii) hereof, the next Company shall not have the right to prepay any Competitive Borrowing. [NYCorp;1203895.1] (b) Each notice of prepayment of Base Rate Loans shall specify the Borrowing to be in an amount that will cause prepaid, the prepayment date and the aggregate principal amount of all Base Rate Loans to be prepaid, and shall be irrevocable; PROVIDED that, if a notice of prepayment is given in an amount equal to an integral multiple connection with a conditional notice of $100,000. Each termination of the Total Commitment as contemplated by Section 4.01, then such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to may be prepaid and, revoked if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice of termination is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified revoked in such notice shall be due and payable on the date specified thereinaccordance with Section 4.01. Any prepayment of a Eurodollar Rate Loan All prepayments under this Section 4.02 shall be accompanied by all accrued interest on the principal amount prepaid, together with any additional amounts required pursuant being prepaid 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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon at least one (1) Business Day's notice to the Administrative Agent, prepay any Group of Base Rate Loans or any Money Market Borrowing bearing interest at the Base Rate pursuant to Section 8.1, in whole at any time time, or from time to time voluntarily in part in amounts aggregating One Million Dollars ($1,000,000) or any larger multiple of One Hundred Thousand Dollars ($100,000), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The Borrower may, from time to time on any Business Day so long as prior notice is given to the Administrative Agent and Swingline Lender no later than 2:00 p.m. (New York, New York time) on the day on which Borrower intends to make such prepayment, prepay Committed any Swingline 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 1:00 p.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 a principal amount of amounts aggregating $5,000,000 100,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole higher integral multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate outstanding principal amount of all Base Rate Swingline Loans then outstanding) by paying the principal amount to be in an amount equal prepaid together with accrued interest thereon to an integral multiple the date of $100,000prepayment no later than 3:00 p.m. (New York, New York time) on such day. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such optional prepayment shall be applied to prepay ratably the Committed Loans of the Lenders several Banks (or the Swingline Lender in accordance with their respective Applicable Percentagesthe case of Swingline Loans) included in such Group or Borrowing. (b) The Borrower may, upon at least one (1) Business Days' notice to the Swing Line Lender (with a copy to the Administrative Agent), at prepay any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date Euro-Dollar Loan as of the prepaymentlast day of the Interest Period applicable thereto. Except as provided in Article 8 and except with respect to any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay all or any portion of the principal amount of any Euro-Dollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.13. In addition, the Borrower may not prepay all or any portion of the principal amount of any Money Market Loan prior to the end of the Interest Period applicable thereto without the consent of all applicable Designated Lenders and (ii) any Banks. Any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereofupon at least three (3) Business Days notice to the Administrative Agent. Each such notice optional prepayment shall specify be in the date amounts set forth in Section 2.11(a) above and amount shall be applied to prepay ratably the Loans of such prepayment. If such notice is given by the BorrowerBanks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3 or 8.4 hereof may be prepaid without ratable payment of the Borrower shall make such prepayment and the payment amount specified other Loans in such notice shall be due and payable on the date specified thereinGroup of Loans which have not been so converted. (c) If for any reason the Total Outstandings If, at any time exceed time, Borrower or EOPT receives Net Offering Proceeds in the Aggregate Commitments then form of cash (other than drawings under this Agreement or the Existing Facility or proceeds received within ninety (90) days after the redemption, retirement or repurchase of ownership or equity interests in effectBorrower or Guarantor, up to the amount paid by Borrower or Guarantor in connection with such redemption, retirement or repurchase, where, for the avoidance of doubt, the net effect is that neither Borrower nor Guarantor shall have increased its Net Worth as a result of any such proceeds), then, the Borrower shall immediately prepay repay the Loans and/or Cash Collateralize the L/C Obligations as LIBOR tranches expire in an aggregate amount equal to the lesser of (x) the aggregate Net Offering Proceeds in the form of cash then received by Borrower and (y) the outstanding Obligations, and, if and to the extent that the outstanding Obligations shall be less than the amount of such excess; providedNet Offering Proceeds, the Commitments shall be reduced on a pro rata basis by an amount equal to the difference between such Net Offering Proceeds and the outstanding Obligations. Borrower shall deliver a Mandatory Prepayment Notice to the Administrative Agent within one (1) Business Day after Borrower or EOPT receives any such Net Offering Proceeds. (d) If at any time Borrower or EOPT receives proceeds, dividends or distributions relating to the sale or disposition of the Borrower's interests in material Property or other assets (including, but not limited to, Joint Venture Interests and equity interests in Subsidiaries), then, the Borrower shall repay the Loans as LIBOR tranches expire in an amount equal to the lesser of (x) the aggregate Net Price in the form of cash relating to such sale or disposition received by the Borrower, and (y) the outstanding Obligations, and, if and to the extent that the outstanding Obligations shall be less than the amount of such Net Price, the Commitment Amount shall be reduced by an amount equal to the difference between such Net Price and the outstanding Obligations. Borrower shall deliver a Mandatory Prepayment Notice to the Administrative Agent within one (1) Business Day after Borrower or EOPT receives any such proceeds, dividends or distributions. Notwithstanding the foregoing, however, that the (1) Borrower shall not be required to Cash Collateralize prepay any outstanding Obligations, nor shall the L/C Obligations pursuant Commitments be reduced, with respect to this Section 2.05(cup to $50,000,000 in aggregate proceeds, dividends or distributions in the form of cash relating to sales or dispositions of the Borrower's interests in material Properties or other assets (including, but not limited to, Joint Venture Interests and equity interests in Subsidiaries) unless if and to the extent Borrower uses such proceeds, dividends or distributions to purchase Real Property Assets, provided that (i) Borrower identifies such Real Property Assets to Administrative Agent within forty-five (45) days after the prepayment in full date of the Loans receipt of such proceeds, dividends or distributions and (ii) the Total Outstandings exceed purchase and sale of one or more of such Real Property Assets closes within 180 days after the Aggregate Commitments then in effect.date of the receipt of such proceeds, dividends or distributions; and

Prepayments. (a) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans in whole or in part without premium or penalty; provided that provided, that, (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5), in the case of prepayment of Revolving Credit Loans denominated in Special Notice Currencies (including Australian Dollars)) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of the applicable Alternative Currency Equivalent of $5,000,000 or a whole multiple of the applicable Alternative Currency Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage of such prepayment). If such notice is given by the BorrowerCompany, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.17, each such prepayment shall be applied paid to the Committed Loans of the Appropriate Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities. (b) The Company or the applicable Specified Foreign 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 provided, that, (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 (A) in the case of Domestic Swing Line Loans, 1:00 p.m. on the date of the prepaymentprepayment and (B) in the case of Foreign Swing Line Loans, 10:00 a.m. (London time) on the date that is one (1) Business Day prior to the date of such prepayment and (ii) any such prepayment shall be in a minimum principal amount (A) $100,000, in the case of Domestic Swing Line Loans and (B) the applicable Alternative Currency Equivalent of $100,000 or an integral multiple thereof500,000, in the case of Foreign Swing Line Loans. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for the Administrative Agent notifies the Company at any reason time that the Total Outstandings that are not Cash Collateralized by the Company or another Borrower at any such time exceed an amount equal to one hundred five percent (105%) of the Aggregate Commitments amount of the Facility then in effect, then, within two (2) Business Days after receipt of such notice, the Borrower Borrowers shall immediately prepay Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment or Cash Collateralization to an amount not to exceed one hundred percent (100%) of the amount of the Facility then in effect; provided, however, that that, subject to the Borrower provisions of Section 2.03(k), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Credit Loans the Total Outstandings exceed the Aggregate Commitments amount of the Facility then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Swing Line Loans that are not Cash Collateralized by the Company or another Borrower made to the Borrowers at such time exceeds an amount equal to one hundred five percent (105%) of the Swing Line Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay the Swing Line Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100%) of the Swing Line Sublimit. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans made to Foreign Borrowers at such time exceeds an amount equal to one hundred five percent (105%) of the Maximum Foreign Borrower Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Foreign Borrowers shall prepay Revolving Credit Loans made to them in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed one hundred percent (100%) of the Maximum Foreign Borrower Sublimit. (f) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans made to a Foreign Borrower at such time exceeds an amount equal to one hundred five percent (105%) of the Foreign Borrower Sublimit applicable to such Foreign Borrower, then, within two (2) Business Days after receipt of such notice, such Foreign Borrower shall prepay Revolving Credit Loans made to it in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed one hundred percent (100%) of the Foreign Borrower Sublimit applicable to such Foreign Borrower.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiiiv) 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay outstanding Committed Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. 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; provided further that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Swing Line Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. (c) If for at any reason time the Total Outstandings at any time exceed exceeds an amount equal to the Aggregate Commitments then in effectCommitments, within one Business Day, the Borrower shall immediately prepay Loans (including Swing Line Loans and L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal necessary to eliminate such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless unless, after the prepayment in full of the Loans the Loans, Total Outstandings continues to exceed the Aggregate Commitments then Commitments. Each prepayment pursuant to the foregoing sentence shall be applied, first, to the outstanding Swing Line Loans until paid in effectfull, second, ratably to the outstanding Loans (without any reduction of the Aggregate Commitments) until paid in full, and third, to Cash Collateralize the L/C Obligations in full.

Prepayments. (a) The If at any time the sum of the aggregate principal amount of all Revolving Credit Loans outstanding, plus the then current L/C Exposure shall exceed the Total Revolving Credit Commitment hereunder, the Borrower maywill immediately prepay Revolving Credit Loans to the extent necessary to eliminate such excess. (b) Subject 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 to prepay (i) any Base Rate Loan, in whole or in part, upon at least one (1) Business Day's prior written, facsimile, or telephonic (promptly confirmed in writing) notice to the Administrative AgentAgent received not later than 11:30 a.m. (Eastern time) on such day, at in the principal amount of $1,000,000 or such greater amount which is an integral multiple of $100,000 if prepaid in part, and (ii) any time or from time to time voluntarily prepay Committed Loans Eurodollar Loan, in whole or in part without premium part, upon at least three (3) Business Days' prior written, facsimile, or penalty; provided 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. Each notice of prepayment shall specify the prepayment date, each Loan to be prepaid and the principal amount thereof, shall be irrevocable and shall commit the Borrower to prepay each such Loan in the amount and on the date stated therein. (c) 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 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 deliver to the Agents, a certificate substantially in the form of Exhibit F hereto signed by the chief 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) 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 notice must Credit Party or such Subsidiary is contractually obligated to allow the insurance proceeds on account thereof to be received 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 not later than 1:00 p.m. of such proceeds for repair or replacement of such tangible property or to comply with any contractual arrangements made by the relevant Credit Party (Aor the relevant Subsidiary) three Business Days prior to 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 date unexpended portion 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 such proceeds shall be applied as provided in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; 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 prepayment 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 Base Rate Committed Loans 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 continuing, all proceeds of insurance which would otherwise be payable to the Borrower or another Credit Party 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, paid to the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans Administrative Agent and applied pursuant to Section 2.03(c)(i12.2(b) results 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 not being an integral multiple which are of $100,000the 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 next prepayment of Base Rate Loans Borrower shall be in an amount that will cause deposit Dollars into the aggregate principal amount of all Base Rate Loans to be Cash Collateral Account in an amount equal to an integral multiple such excess, and only the outstanding Base Rate Loans which are of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans type required to be prepaid and, if Eurodollar Rate Loans are shall be required to be repaid, the Interest Period(s) of prepaid on such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, Prepayment Date and (ii) any on the last day of each Interest Period after such prepayment shall Prepayment Date in effect with respect to a Eurodollar Loan which is the type required to be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowerprepaid, the Borrower shall make 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 prepayment and Eurodollar Loans for which the payment amount specified Interest Period is then ending to the extent funds are available in such notice shall be due and payable on the date specified thereinCash Collateral Account. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or and from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided PROVIDED that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 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 a principal amount of $5,000,000 3,000,000 or a whole higher integral multiple of $1,000,000 in excess thereof(or the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole higher integral multiple of $100,000 in excess thereof or, in each case, if less, (or the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such the applicable prepayment. If such a notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts amount required pursuant to Section SECTION 3.05. Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided PROVIDED that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, prepayment and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurodollar Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; (iii) any prepayment of Eurodollar Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $2,000,000 or a whole multiple of $100,000 in excess thereof, and (iiiiv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided. (c) If for any reason the Outstanding Amount of all Loans denominated in Alternative Currencies at any time exceeds the Alternative Currency Sublimit then in effect, however, that the Borrower shall not be required to immediately prepay Loans and/or Cash Collateralize the L/C Obligations pursuant (as applicable) in an aggregate amount equal to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effectsuch excess.

Prepayments. The Borrower may (in the case of clause (a)) ----------- ---------- and shall (in the case of each other clause) make the following prepayments of the Revolving Loans (Competitive Bid Loans may not be voluntarily prepaid): (a) The Borrower may, upon from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loans; provided, however, that -------- ------- (i) any such prepayment shall be made among Revolving Loans pro --- rata to each Lender (according to the respective Percentages of the ---- Lenders) as directed by the Borrower and absent such direction shall be made pro rata among Revolving Loans of the same type and, if --- ---- applicable, having the same Interest Period, of all Lenders; (ii) all such voluntary prepayments shall require at least same day prior written notice to the Administrative Agent (in the case of Base Rate Loans) and at least two (in the case of LIBO Rate Loans, provided the Borrower pays all related break funding costs) but no more than five (in the case of Base Rate or LIBO Rate Loans) Business Days' prior written notice to the Administrative Agent; and (iii) all such voluntary partial prepayments shall be in an aggregate minimum amount of $20,000,000 (or $5,000,000, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment case of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages5,000,000. (b) The Borrower mayshall, upon notice on each date when any reduction in the Commitment Amount (or the availability thereof) shall become effective, including pursuant to Section 2.2, make a mandatory prepayment of all ----------- Loans, and if required, deliver cash collateral for Letter of Credit Outstandings, equal to the Swing Line Lender excess, if any, of the aggregate outstanding principal amount of all Loans and Letter of Credit Outstandings over the Commitment Amount as so reduced (with or as so available). The Borrower shall also make a copy mandatory prepayment of all Loans equal to the Administrative Agent), at any time or Net Proceeds received from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date sale of the prepayment▇▇▇▇▇▇ Road warehouse facility, and (iilocated in Columbus, Ohio, in accordance with Section 7.2.4(d) any hereof; provided, that ---------------- -------- such mandatory prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify allocated between the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment Loans hereunder and the payment amount specified "Loans" as defined in such notice shall be due and payable the 364-Day Credit Agreement on a pro rata basis based on the date specified thereinCommitment Amount hereunder and the "Commitment Amount" under the 364-Day Credit Agreement. (c) If for Each prepayment of 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 made 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 effectshall be without premium or penalty, but shall be subject to Section 4.4.

Prepayments. (a) (i) The Borrower Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty, except as set forth in Section 2.05(a)(v); with respect to the 2021 Incremental Term Loans and Section 2.09(c) with respect to the 2023 Term Loans; provided that (i1) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) 12:30 p.m. (New York, New York time in the case of Loans denominated in Dollars, or London time in the case of Loans denominated in Euros) three (3) Business Days prior to any date of prepayment of Eurodollar Benchmark Rate Loans (unless otherwise agreed by the Administrative Agent) and (B) 11:00 a.m. (New York, New York time) on the date of prepayment of Base Rate Committed Loans; (ii2) any prepayment of Eurodollar Benchmark Rate Loans shall be in a principal amount Dollar Amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (iii3) any prepayment of Base Rate Committed Loans shall be in a minimum 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans and the order of Borrowing(s) to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Benchmark Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such prepayment payment shall be applied paid to the Committed Loans of the Appropriate Lenders in accordance with their respective Applicable PercentagesPro Rata Shares or other applicable share provided for under this Agreement. (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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans and Swingline Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent (A) not later than 1:00 p.m. (A) 11:00 a.m., New York time, three Business Days prior to any date of prepayment of Eurodollar any Eurocurrency Rate Loans Loans, and (B) not later than 9:00 a.m., New York time, on the date of prepayment of Base Rate Committed Loans and Swingline Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereofthereof (or the remaining outstanding amount of such Loan); 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, (or the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal remaining outstanding amount of Base Rate Loans not being an integral multiple of $100,000, then the next such Loan); (iv) any prepayment of Base Rate Swingline Loans shall be in an amount that will cause would be permitted in the aggregate case of an advance of a Swingline Loan pursuant to Section 2.14, or, in the case of (ii), (iii) and (iv) if a lesser amount, the remaining principal amount of all Base Rate the applicable Loans to be in an amount equal to an integral multiple of $100,000any outstanding Borrowing. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans or Swingline Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Revolving Loans or Swingline Loans, as the case may be, of the applicable Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), If at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Revolving Credit Exposure at any time exceed exceeds the Aggregate Commitments then in effect, other than as a result of fluctuations in exchange rates, or (ii) if, solely as a result of fluctuations in currency exchange rates, the Borrower shall immediately prepay sum of the Revolving Loans and/or Cash Collateralize the and L/C Obligations Exposure denominated in Foreign Currency as of the most recent Calculation Date exceeds 105% of the Foreign Currency Sublimit, the Borrowers shall immediately repay their respective Revolving Loans 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effecttogether with all accrued and unpaid interest on such excess amount and any amounts due under Article III.

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as provided in subsections (a) through (d) below. (a) The Borrower may, upon at least three Business Days' notice (which notice shall be irrevocable), with respect to Eurodollar Rate Loans, and one Business Day's notice (which notice shall be irrevocable), with respect to ABR Loans, to the Administrative AgentAgent stating the proposed date and the aggregate principal amount of the prepayment, at any time or from time to time voluntarily and if such notice is given the Borrower shall, prepay Committed the outstanding principal amounts of Loans made as part of the same Borrowing, in whole or ratably in part without premium or penalty; provided that part, together with (i) accrued interest to the date of such notice must prepayment on the principal amount prepaid and (ii) in the case of Eurodollar Rate Loans, and subject to Section 5.04(d), any amount payable to the Lenders pursuant to Section 5.04(b); provided, however, that each partial prepayment shall be received by the Administrative Agent in an aggregate principal amount of not later less than 1:00 p.m. (A) three Business Days prior with respect to any date of prepayment of Eurodollar Rate Loans Tranche 1, $5,000,000, and (B) on the date of prepayment of Base Rate Committed Loans; with respect to Tranche 2, $10,000,000, or (iiin either case) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole an integral multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative AgentExcept as provided in Section 5.03(c), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of any termination or reduction of the prepaymentTranche 1 Commitments or the Tranche 2 Commitments pursuant to Section 2.03, the Borrower shall pay or prepay so much of the principal amount outstanding hereunder as shall be necessary in order that the aggregate principal amount outstanding hereunder (after giving effect to all Extensions of Credit to be made on such date) will not exceed the Tranche 1 Commitments or Tranche 2 Commitments, as applicable, following such termination or reduction, together with (i) accrued interest to the date of such prepayment on the DC1 - 221047.18 principal amount prepaid and (ii) in the case of prepayments of Eurodollar Rate Loans, and subject to Section 5.04(d), any such prepayment amount payable to the Lenders pursuant to Section 5.04(b). Any prepayments required by this subsection (b) shall be applied as the Administrative Agent is directed in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify writing by the date and amount Borrower at the time of such prepayment. If , or in the absence of such notice is given by the Borrowerdirection, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on applied first to the date specified thereinTranche 1 Loans. (c) If for The Borrower shall, to the extent required by any reason Requirement of Law or Contractual Obligation, use the Total Outstandings at proceeds of the sale of any time exceed of the Aggregate Commitments then Borrower's assets to prepay the then-outstanding principal amounts of Loans, together with (i) accrued interest to the date of such prepayment on the principal amount prepaid and (ii) in effectthe case of Eurodollar Rate Loans, and subject to Section 5.04(d), any amount payable to the Lenders pursuant to Section 5.04(b). Any prepayments required by this subsection (c) shall be applied as the Administrative Agent is directed in writing by the Borrower at the time of such prepayment, or in the absence of such direction, shall immediately prepay Loans and/or Cash Collateralize be applied first to 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effectTranche 1 Loans.

Prepayments. (a) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate 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; provided that if and (v) any Borrowing such notice may be conditioned upon the effectiveness of Base Rate Loans pursuant to Section 2.03(c)(i) results in other Indebtedness or the aggregate principal amount occurrence of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Eurocurrency Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Borrower Company may, upon notice to the each applicable 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 Lenders and the Administrative Agent not later than 3:00 1:00 p.m. New York City time on the date of the prepaymentprepayment in the case of Swing Line Loans denominated in Dollars and 12:00 p.m. Noon London time on the date of the prepayment in the case of Swing Line Loans denominated in Euros, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 100,000.100,000 or an integral multiple thereof€100,000, as applicable. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, . (e) If the Administrative Agent notifies the Company at any time that the Borrower shall not be required Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Total Outstandings exceed the Aggregate Commitments Alternative Currency Sublimit then in effect.

Prepayments. (a) The Subject in the case of any Euro-Dollar Loans to Section 2.13 and to Section 2.11(b), the Borrower may, may at any time after the second anniversary of the Closing Date and (i) upon at least one Domestic Business Day’s notice to the Administrative Agent, prepay any Base Rate Loans or (ii) upon three Euro-Dollar Business Days’ notice to the Administrative Agent, prepay any Euro-Dollar Loans, in each case in whole at any time time, or from time to time voluntarily prepay Committed Loans in whole or in part without premium in amounts aggregating $25,000,000 or penalty; provided that (i) such notice must any larger multiple of $5,000,000 by paying the principal amount to be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior prepaid together with accrued interest thereon to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment prepayment. Subject to Section 2.11(c), the Borrower may, at any time upon at least three Domestic Business Days’ notice to the Administrative Agent, prepay Tranche B Loans. All prepayments within a Class of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in made on a principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentagespro rata basis. (b) The If the Borrower mayelects prepayment of Tranche A Loans pursuant to this Section 2.11, upon notice then the Borrower shall pay to the Swing Line Lender (with Tranche A Lenders that hold Tranche A Loans, a copy prepayment premium equal 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) if such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. prepayment occurs on the date or prior to December 31, 2005, 3% of the prepayment, and principal amount of such Tranche A Loans being so prepaid or repaid or (ii) any if such prepayment shall be in a minimum occurs on or after January 1, 2006 and on or prior to June 30, 2006, 2% of the principal amount of $100,000 such Tranche A Loans being so prepaid or an integral multiple thereof. Each repaid or (iii) if such notice shall specify prepayment occurs on or after July 1, 2006 and on or prior to December 31, 2006, 1.5% of the date and principal 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 thereinTranche A Loans being so prepaid or repaid. (c) If for the Borrower elects prepayment of any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effectTranche B Loan pursuant to this Section 2.11, the Borrower shall immediately prepay Loans and/or Cash Collateralize pay to the L/C Obligations in an aggregate amount Tranche B Lenders that hold Tranche B Loans, a prepayment premium equal to the present value, as determined by the Administrative Agent, of all required interest payments due on such excess; providedTranche B Loans through June 30, however2010 (excluding accrued interest), that discounted to the Borrower shall not be required to Cash Collateralize date of prepayment on a quarterly basis (assuming a 360-day year and actual days elapsed) at the L/C Obligations Treasury Rate. (d) Upon receipt of a notice of prepayment pursuant to this Section 2.05(c) unless after Section, the prepayment in full Administrative Agent shall promptly notify each Lender of the Loans contents thereof and of such Lender’s ratable share of such prepayment and such notice shall not thereafter be revocable by the Total Outstandings exceed the Aggregate Commitments then in effectBorrower.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Term Loans (with respect to all or a specified tranche, if applicable) and/or Revolving Credit 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 1:00 p.m. 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, if less, the outstanding amount of such Loans; 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, notice and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the -38- |US-DOCS\156755432.17|| Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such Subject to Section 2.16, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the Committed Loans principal repayment installments thereof in direct order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of the relevant facilities. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of prepayment under this Section 2.05(a) not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not be consummated or shall otherwise be delayed. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereofor, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Credit Outstandings at any time exceed the Aggregate Commitments then in effectRevolving Credit Facility at such time, the Borrower shall immediately within one Business Day following demand by the Administrative Agent prepay the Revolving Credit Loans, Swing Line Loans and/or and L/C Borrowings or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C Borrowings the Total Revolving Credit Outstandings exceed the Aggregate Commitments Revolving Credit Facility. (d) Each prepayment of the Loans under Section 2.05(c) shall be accompanied by all interest then accrued and unpaid on the principal so prepaid, together with any additional amounts required pursuant to Section 3.05. Any principal or interest prepaid pursuant to this Section shall be in effectaddition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment. Each such prepayment shall be applied to the Term Loans, Revolving Credit Loans or Swing Line Loans, as applicable, of the Appropriate Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facility.

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Lender and be received by the Administrative Agent Lender not later than 1:00 p.m. 11:00 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 or LIBOR Daily Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans or LIBOR Daily Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan principal 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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings aggregate Outstanding Amount of all Loans at any time exceed exceeds the Aggregate Commitments Commitment 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 8:00 a.m., San Francisco time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of Eurodollar Rate Loans or of Base Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, 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 PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings Outstanding Amount of all Loans at any time exceed exceeds 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three 11:00 a.m., Central Time, two 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 a principal amount of $5,000,000 100,000 or a whole greater integral multiple of $1,000,000 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 100,000, or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. 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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (including a redetermination of the Total Outstandings at Borrowing Base) a Loan Excess exists, Borrowers shall promptly (and in any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately event within sixty (60) days) (i) prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however(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 or (iii) elect by written notice delivered to the Administrative Agent 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 such election is made, 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 Borrower first installment is due. (c) On each date on which Loan Parties sell any of the Borrowing Base Oil and Gas Properties, the Borrowing Base shall be automatically reduced to the maximum Loan amount (determined in accordance with the procedures for determining the Borrowing Base) of the remaining Borrowing Base Oil and Gas Properties, and Borrowers shall be required immediately to make the prepayment, if any, required pursuant to Section 2.05(b). This Section 2.05(c) shall not be required deemed a consent of Administrative Agent to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full any such sale of the Loans the Total Outstandings exceed the Aggregate Commitments then in effectany Borrowing Base Oil and Gas Properties.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 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 a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 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; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaidprepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, 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 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 Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. 11:00 a.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereofor, if less, the entire principal amount of Swing Line Loans outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three 11:00 a.m., Central Time, two 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 a principal amount of $5,000,000 100,000 or a whole greater integral multiple of $1,000,000 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 100,000, or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower mayExcept as provided in the last sentence of this Section 2.05(b) and in Section 2.05(c) below, upon if for any reason (including a redetermination of the Borrowing Base) a Loan Excess exists, Borrowers shall, after Borrowers’ receipt of written notice to the Swing Line Lender (with a copy to from the Administrative Agent)Agent regarding such Loan Excess, at take any time or from time of the following actions (and the failure of Borrowers to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that take such actions to remedy such Loan Excess shall constitute an Event of Default): (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; providedLoan 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 Borrower 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) On each date on which Loan Parties makes a Disposition of any of the Borrowing Base Oil and Gas Properties as permitted hereunder, the Borrowing Base shall be automatically reduced to the maximum Loan amount (determined in accordance with the procedures for determining the Borrowing Base) of the remaining Borrowing Base Oil and Gas Properties, and Borrowers shall be required immediately to make the prepayment, if any, required pursuant to Section 2.05(b). This Section 2.05(c) shall not be required deemed a consent of Administrative Agent to Cash Collateralize any such Disposition of any Borrowing Base Oil and Gas Properties. (d) Upon the L/C Obligations pursuant Required Number of days written notice to this Section 2.05(cthe 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 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) unless 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 determined 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 prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effectconversion.