Common use of Certain Prepayments Clause in Contracts

Certain Prepayments. (A) The Borrower may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances or the Class B Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”.

Certain Prepayments. (Ai) The Borrower may at If, as of the last Business Day of any time upon week during the period from the Effective Date until the Final Termination Date, (1) the sum of (x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (y) the Available Amount of all Letters of Credit (for which purpose the Available Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (2) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Administrative AgentU.S. Borrower, specifying the Funding Agents amount to be prepaid under this clause (i), and the Paying AgentBorrowers shall, and subject to within two Business Days of the priority date of payments set forth in this Section 2.8such notice, prepay all or any portion of the balance of Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Class A Advances or Loans (determined as aforesaid) plus the Class B Advances based on Available Amount of all Letters of Credit (determined as aforesaid) does not exceed the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of Total Commitments; provided that any such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) payment shall be accompanied by any amounts payable under Section 9.04(c). FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 42 (aii) [Reserved]. (iii) In addition, if on the payment last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus the Available Amount of all accrued but unpaid interest on Letters of Credit (for which purpose the amounts Available Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms Dollar Equivalent thereof as of the applicable Hedge Agreement (net date of all amounts which are due and payable by such Hedge Counterparty to determination) would exceed 100% of the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to then Total Commitments, the Administrative Agent for shall use all reasonable efforts to give prompt written notice thereof to the account U.S. Borrower, specifying the amount to be prepaid under this clause (iii), and the Borrowers shall, within two Business Days of the Hedge Counterparty date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) (determined as aforesaid) plus the Available Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided that any such payment shall be accompanied by any amounts payable under each Hedge AgreementSection 9.04(c). Prepayments made in accordance with (iv) The determinations of the Administrative Agent under this Section 2.07(e) shall be applied (i) conclusive and binding on the U.S. Borrower and the other Borrowers in the absence of manifest error. (f) If any Lender is a Defaulting Lender, such Defaulting Lender shall be deemed to have assigned any and all payments in respect of the Obligations due to it from or for the benefit of any Borrower pursuant to this Section 2.07 to the Non-Defaulting Lenders for application to, and reduction of, their ratable portion of all Obligations until such Non-Defaulting Lenders have been repaid in full. Such Defaulting Lender hereby authorizes the Administrative Agent to distribute such payments in accordance with Section 2.16(a)(iii). This Section 2.07 shall (i) apply and be effective regardless of whether an Event of Default or Amortization Event, ratably has occurred and is continuing and notwithstanding (1) any other provision of this Agreement to the outstanding principal amount contrary or (2) any instruction of Class A Advances, Class B Advances and any Hedge Counterparties the U.S. Borrower as to its desired application of payments and (ii) if an Event not be deemed to relieve or otherwise release any Borrower from any of Default its Obligations due or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) owing to any Hedge Counterparties and (b) secondLender, to reduce the outstanding principal amount of Class B Advancesincluding a Defaulting Lender. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”SECTION 2.08.

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Date, (A) The Borrower may at the sum of (1) the aggregate amount of all Loans (for which purpose the amount of any time upon Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Livent, specifying the Administrative Agentamount to be prepaid under this clause (i), the Funding Agents and the Paying AgentBorrowers shall, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances or the Class B Advances based on the outstanding principal amounts thereof, which notice shall be given at least within two (2) Business Days prior to of the proposed date of such prepayment. If notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided, that any such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) payment shall be accompanied by any amounts payable under Section 9.04(c). (aii) In addition, if on the payment last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments Letters of amounts under a Hedge Agreement, pursuant to the terms Credit would exceed 100% of the applicable Hedge Agreement (net aggregate amount of all amounts which are due and payable by such Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to Commitments, the Administrative Agent for shall use all reasonable efforts to give prompt written notice thereof to Livent, specifying the account amount to be prepaid under this clause (ii), and the Borrowers shall, within two (2) Business Days of the Hedge Counterparty date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, that any such payment shall be accompanied by any amounts payable under each Hedge AgreementSection 9.04(c). Prepayments made in accordance with (iii) The determinations of the Administrative Agent under this Section 2.05(c) shall be applied (i) conclusive and binding on each Borrower in the absence of manifest error. (d) If any Lender is a Defaulting Lender, such Defaulting Lender shall be deemed to have assigned any and all payments in respect of the Obligations due to it from or for the benefit of any Borrower pursuant to this Section 2.05 to the Non-Defaulting Lenders for application to, and reduction of, their ratable portion of all Obligations until such Non-Defaulting Lenders have been repaid in full. Such Defaulting Lender hereby authorizes the Administrative Agent to distribute such payments in accordance with Section 2.13(a)(iii). This Section 2.05 shall (i) apply and be effective regardless of whether an Event of Default or Amortization Event, ratably has occurred and is continuing and notwithstanding (A) any other provision of this Agreement to the outstanding principal amount contrary or (B) any instruction of Class A Advances, Class B Advances and any Hedge Counterparties Borrower as to its desired application of payments and (ii) if an Event not be deemed to relieve or otherwise release any Borrower from any of Default its Obligations due or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) owing to any Hedge Counterparties and (b) secondLender, to reduce the outstanding principal amount of Class B Advancesincluding a Defaulting Lender. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”53 WEIL:\98721861\10\35899.0596 SECTION 2.06.

Certain Prepayments. (A) The Borrower may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances, Class B-I Advances or the Class B B-II Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Qualifying Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances; provided, that prepayments applied to the Class B Advances shall be applied first, to the outstanding principal balance of the Class B-II Advances until paid in full and second, to the outstanding principal balance of the Class B-I Advances until paid in full. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”.

Certain Prepayments. (A) The Borrower may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances, Class B-I Advances or the Class B B-II Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances; provided, that prepayments applied to the Class B Advances shall be applied first, to the outstanding principal balance of the Class B-II Advances until paid in full and second, to the outstanding principal balance of the Class B-I Advances until paid in full. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”.

Certain Prepayments. (A) The Borrower may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances, Class B-I Advances or the Class B B-II Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment. If such prepayment is not [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which are due and payable by such Qualifying Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances; provided, that prepayments applied to the Class B Advances shall be applied first, to the outstanding principal balance of the Class B-II Advances until paid in full and second, to the outstanding principal balance of the Class B-I Advances until paid in full. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”.

Certain Prepayments. (A) The Borrower may at any time upon written notice to the Administrative Agent, the Funding Agents and the Paying Agent, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances, Class B-I Advances or the Class B B-II Advances based on the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms of the applicable Hedge Agreement (net of all amounts which [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. are due and payable by such Qualifying Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances; provided, that prepayments applied to the Class B Advances shall be applied first, to the outstanding principal balance of the Class B-II Advances until paid in full and second, to the outstanding principal balance of the Class B-I Advances until paid in full. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”.

Certain Prepayments. (i) If, as of the last Business Day of any week during the period from the Effective Date until the Final Maturity Date, (A) The Borrower may at the sum of (1) the aggregate amount of all Loans (for which purpose the amount of any time upon Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (2) the Available LC Amount of all Letters of Credit (for which purpose the Available LC Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (B) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to Livent, specifying the Administrative Agentamount to be prepaid under this clause (i), the Funding Agents and the Paying AgentBorrowers shall, and subject to the priority of payments set forth in this Section 2.8, prepay all or any portion of the balance of the principal amount of the Class A Advances or the Class B Advances based on the outstanding principal amounts thereof, which notice shall be given at least within two (2) Business Days prior to of the proposed date of such prepayment. If notice, prepay the Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Loans (determined as aforesaid) plus the Available LC Amount of all Letters of Credit (determined as aforesaid) does not exceed the Total Commitments; provided, that any such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) payment shall be accompanied by any amounts payable under Section 9.04(c). (aii) In addition, if on the payment last day of any Interest Period the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments Letters of amounts under a Hedge Agreement, pursuant to the terms Credit would exceed 100% of the applicable Hedge Agreement (net aggregate amount of all amounts which are due and payable by such Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to Commitments, the Administrative Agent for shall use all reasonable efforts to give prompt written notice thereof to Livent, specifying the account amount to be prepaid under this clause (ii), and the Borrowers shall, within two (2) Business Days of the Hedge Counterparty date of such notice, prepay the Loans, or cause Loans to be prepaid, or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of the Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available LC Amount of all Letters of Credit does not exceed the aggregate amount of the Commitments; provided, that any such payment shall be accompanied by any amounts payable under each Hedge AgreementSection 9.04(c). Prepayments made in accordance with (iii) The determinations of the Administrative Agent under this Section 2.05(c) shall be applied (i) conclusive and binding on each Borrower in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advancesmanifest error. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”.51 -

Certain Prepayments. (Ai) The Borrower may at If, as of the last Business Day of any time upon week during the period from the Effective Date until the Final Termination Date, (1) the sum of (x) the aggregate amount of all Loans (for which purpose the amount of any Loan that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof) plus (y) the Available Amount of all Letters of Credit (for which purpose the Available Amount of any Letter of Credit denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) exceeds (2) 103% of the then Total Commitments, the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Administrative AgentU.S. Borrower, specifying the Funding Agents amount to be prepaid under this clause (i), and the Paying AgentBorrowers shall, and subject to within two Business Days of the priority date of payments set forth in this Section 2.8such notice, prepay all or any portion of the balance of Loans in an amount so that after giving effect thereto the aggregate outstanding principal amount of the Class A Advances or Loans (determined as aforesaid) plus the Class B Advances based on Available Amount of all Letters of Credit (determined as aforesaid) does not exceed the outstanding principal amounts thereof, which notice shall be given at least two (2) Business Days prior to the proposed date of Total Commitments; provided that any such prepayment. If such prepayment is not being made in connection with a Takeout Transaction, such prepayment (which need not be on a Payment Date) payment shall be accompanied by any amounts payable under Section 9.04(c). (aii) If, as of the last Business Day of any week during the period from the Effective Date until the Final Termination Date, (1) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant to the terms Dollar Equivalent of the applicable Hedge Agreement aggregate outstanding principal balance of Swing Loans exceeds (net 2) 103% of all amounts which are due and payable by such Hedge Counterparty to the Borrower on such date pursuant to the terms of such Hedge Agreement) (which amounts shall be paid to Swing Loan Commitment, the Administrative Agent for shall use all reasonable efforts to give prompt written notice thereof to the account Swing Loan Borrowers, specifying the amount to be prepaid under this clause (ii), and the Swing Loan Borrowers shall, within two Business Days of the Hedge Counterparty under each Hedge Agreement)date of such notice, prepay the Swing Loans in an amount so that after giving effect thereto the aggregate outstanding principal balance of Swing Loans (determined as aforesaid) does not exceed the Swing Loan Commitments. Prepayments made in accordance with this Section shall be applied (iiii) in In addition, if on the absence last day of an Event of Default or Amortization Event, ratably to any Interest Period the aggregate outstanding principal amount of Class A Advancesthe Loans (after giving effect to any Loans being made to repay Loans maturing on that date) plus the Available Amount of all Letters of Credit would exceed 100% of the aggregate amount of the Commitments, Class B Advances the Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the U.S. Borrower, specifying the amount to be prepaid under this clause (iii), and any Hedge Counterparties and (ii) if an Event the Borrowers shall, within two Business Days of Default the date of such notice, prepay the Loans, or Amortization Event has occurred and is continuingcause Loans to be prepaid, (a) first, on a pari passu basis (I) to or reduce the requested Loans in such amounts that after giving effect to such action the aggregate outstanding principal amount of Class A Advances and the Loans (II) after giving effect to any Hedge Counterparties and (bLoans being made to repay Loans maturing on that date) second, to reduce plus the outstanding principal Available Amount of all Letters of Credit does not exceed the aggregate amount of Class B Advances. If the Commitments; provided that any such prepayment is being made in connection with a Takeout Transaction, such prepayment payment shall be not less than the amount required accompanied by the definition of “Takeout Transaction”any amounts payable under Section 9.04(c).

Certain Prepayments. (Aa) The Borrower may at Subject to Section 8.7(c), immediately upon receipt by any time upon written notice Bank Credit Party or any of its Subsidiaries of the proceeds of any Equity Issuance or Debt Issuance (and in no event later than any payment of a portion of such proceeds to any Bank), the Company shall pay to each holder of Notes an amount such that, after giving effect to the Administrative Agentpayment thereof, the Funding Agents payment of the related amount to all other holders, and the Paying Agent, and subject aggregate payment of such proceeds to the priority Banks (whether applied to a prepayment of payments set forth Loans or a Cash Collateralization of L/C Obligations), such holder shall have received its Pro Rata Share (as defined in this Section 2.8, prepay all or any portion the Intercreditor Agreement) of the balance aggregate amount of all such payments. Such Pro Rata Share shall constitute a prepayment of the principal amount of the Class A Advances or the Class B Advances based on the outstanding principal amounts thereofsuch Notes, which notice and shall be given made together with interest accrued to the date of prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. This Sections 8.7(a) shall not apply to the extent, but only to the extent, that any such proceeds are applied to a repayment or prepayment of Loans (as defined in the Bank Credit Agreement) advanced after the Second Amendment Effective Date or to the Cash Collateralization of L/C Obligations (as each of such terms is defined in the Bank Credit Agreement) in excess of the Letters of Credit Threshold at least two the time such Cash Collateralization is effected (2) Business Days the Loans advanced at such time and such L/C Obligations in excess of the Letters of Credit Threshold being referred to herein, collectively, as “New Bank Exposure”). For the avoidance of doubt, if the proceeds of any Equity Issuance or Debt Issuance exceed the amount of New Bank Exposure immediately prior to the proposed date application of such prepayment. If such prepayment is not being made in connection with a Takeout Transactionproceeds to repay or prepay outstanding Loans or Cash Collateralize L/C Obligations, such prepayment (which need not be on a Payment Datethen this Section 8.7(a) shall be accompanied by (a) the payment of all accrued but unpaid interest on the amounts to be so prepaid, (b) any Liquidation Fee in connection with such prepayment if such prepayment is not made on a Payment Date and (c) all payments which arise due to any prepayments of amounts under a Hedge Agreement, pursuant apply only to the terms of proceeds remaining after the applicable Hedge Agreement (net of all amounts which are due and payable by such Hedge Counterparty to repayment, prepayment or Cash Collateralization, as the Borrower on such date pursuant to the terms case may be, of such Hedge Agreement) (which amounts shall be paid to the Administrative Agent for the account of the Hedge Counterparty under each Hedge Agreement). Prepayments made in accordance with this Section shall be applied (i) in the absence of an Event of Default or Amortization Event, ratably to the outstanding principal amount of Class A Advances, Class B Advances and any Hedge Counterparties and (ii) if an Event of Default or Amortization Event has occurred and is continuing, (a) first, on a pari passu basis (I) to reduce the outstanding principal amount of Class A Advances and (II) to any Hedge Counterparties and (b) second, to reduce the outstanding principal amount of Class B Advances. If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”New Bank Exposure.