Common use of Prepayment of Loans Clause in Contracts

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided provided, that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.10(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.10(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this SectionSection and payment of any amounts required under Section 2.16; provided that, unless that the applicable Borrowers and Lenders shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If In the event and on each occasion that the sum of the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for applicable to any Eurocurrency Borrowing, Revolving Borrowing and (ii) on any other date in the event any ABR Borrowings Revolving Borrowing or Swingline Borrowing shall be outstanding, the applicable Borrowers shall prepay Loans such Revolving Borrowing or Swingline Borrowing in an aggregate amount equal to the lesser of (A) the amount necessary of such Revolving Borrowing or Swingline Borrowing and (B) an amount sufficient to eliminate such excess. If, on any Reset Date, the aggregate Revolving Credit Exposures and the aggregate Competitive Loan Exposures shall exceed 105% of the aggregate Commitments then each applicable Borrower shall, not later than the next Business Day, prepay one or more Revolving Borrowings or Swingline Borrowings in an aggregate amount sufficient to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableover 105%. (c) If the Commitments are terminated pursuant to Section 2.09(a)(ii), the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable and the Borrowers hereby unconditionally promise to pay all such amounts on the day the Commitments are terminated. (d) Prior to any optional or mandatory prepayment of Borrowings hereunderBorrowings, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Sectionbelow. (de) The applicable Borrower, Borrower Agent or the Company on behalf of applicable Borrower shall, to the applicable Borrowerextent practicable, shall notify the Administrative Applicable Agent (and in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days (or, if the date of prepayment shall be the last day of the Interest Period applicable to such Borrowing, one Business Day) before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.13.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers Section and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent payment of the Lenders making such Loansany amounts required under Section 2.14. (b) If In the aggregate event and on each occasion that the sum of the total Revolving Exposures shall exceed exceeds the aggregate total Revolving Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Borrowing and (ii) on any each other date in the event on which any ABR Borrowings Revolving Borrowing or Swingline Loan shall be outstanding, the applicable Borrowers Borrower shall prepay Loans in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Revolving Borrowings and Swingline Loans referred to in clause (i) or (ii), as applicable; provided, however, that, in any event, the Borrower shall prepay Revolving Loans or Swingline Loans in an aggregate amount sufficient to eliminate such excess by the 90th day after such excess first arises. If at any time the sum of the total Revolving Exposures exceeds 105% of the total Revolving Commitments, then the Borrower shall, not later than the next Business Day, prepay one or more Borrowings in an aggregate principal amount sufficient to (x) reduce the sum of the total Revolving Exposures to an amount not in excess of the total Revolving Commitments. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Sectionbelow. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lenders) by telephone (confirmed by telecopy) or by telecopy of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or a US Swingline Borrowing, not later than 11:00 12:00 noon, Local Time, on the Business Day of prepayment and (iii) in the case of a prepayment of a Multicurrency Swingline Borrowing, by 10:00 a.m., New York City timeLocal Time, one on the Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof thereof, to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.07. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing, and each prepayment of a Swingline Borrowing shall be applied ratably to the Swingline Loans (or participations therein) included in such prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers Section and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.13. (b) If In the aggregate Exposures shall exceed event and on each occasion that the aggregate Commitments, Aggregate Exposure exceeds the Aggregate Commitment then in effect (i) on the last day including as a result of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date reduction in the event ABR Borrowings shall be outstandingCommitments pursuant to Section 2.06), the applicable Borrowers Borrower shall promptly prepay Loans Borrowings in an aggregate amount equal to the lesser of (A) the amount necessary sufficient to eliminate such excess (after giving effect excess. If the Borrower fails to any other make such prepayment of Loans on such day) and (B) within three Business Days, the amount Agent shall, subject in each event to the terms of the applicable NBA Consent Letter, and is hereby authorized and directed by the Borrower to, without the necessity of any further approval or authorization of the Borrower, apply amounts then on deposit in the Collection Account to prepay Borrowings referred in an aggregate amount sufficient to in clause (i) or (ii), as applicableeliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile or electronic transmission) of any optional prepayment of a Borrowing and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.10.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.10(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.10(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless that the applicable Borrowers and Lenders shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans Loan or Contract Loans may be prepaid only with Negotiated Rate Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If If, on any Revaluation Date on or prior to the aggregate Exposures shall exceed Termination Date, the aggregate Total Credit Exposure exceeds 105% of the total Revolving Commitments, then the Company shall, not later than the third Business Day after the Company receives notice thereof from the Administrative Agent, prepay, or cause either or both Borrowers to prepay, without penalty or premium (i) on subject to Section 2.14), one or more Borrowings in an aggregate amount sufficient to reduce the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in Total Credit Exposure to an amount not exceeding the event ABR Borrowings shall be outstanding, total Revolving Commitments; provided that the applicable Borrowers shall not be required to prepay any Competitive Loans in an amount equal or Negotiated Rate Loans pursuant to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicablethis paragraph. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingRevolving Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. The Company shall notify the Administrative Agent and X.X. Xxxxxx Europe Limited by telephone (confirmed by telecopy) of any prepayment hereunder of a Eurocurrency Revolving Borrowing denominated in any Alternative Currency, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments Loans may state that such notice is conditioned upon the effectiveness of other credit facilities as contemplated by Section 2.08(c2.07(c), then in which case such notice of prepayment may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent or X.X. Xxxxxx Europe Limited, as applicable, shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Currency and Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (dc) of this Section; provided that, unless . In the applicable Borrowers event and Lenders shall have otherwise agreed at the time on such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then occasion that (i) on the last day of any Interest Period for any Eurocurrency Borrowingtotal Revolving Exposures exceeds the total Revolving Commitments, and (ii) on the total Credit Exposures of any other date in Class exceeds the event ABR Borrowings shall be outstanding, total Commitments of such Class or (iii) the applicable Borrowers shall prepay Loans in an amount equal to Aggregate Credit Exposure exceeds the lesser of (A) the amount necessary to eliminate such excess sum of (after giving 1) the Borrowing Base then in effect to any other prepayment of Loans on such dayand (2) the Protective Advance Exposures and (B) the amount Aggregate Commitments then in effect, the Company shall, on the third Business Day after notice thereof from the Administrative Agent has been delivered to the Company, first, prepay any Protective Advances that may be outstanding and, second, prepay such outstanding Borrowing or Borrowings of the applicable Borrowings referred Class as the Company may elect in an aggregate amount equal to the amount of such excess; provided that if the total Credit Exposures of any Class exceeds the total Commitments of such Class solely as a result of currency fluctuations, the Company shall not be required to prepay the excess until such time as the total Credit Exposures of such Class exceeds 105% of the total Commitments of such Class, in clause which case such excess shall be paid on the third Business Day after notice from the Administrative Agent is delivered to the Company. (ib) or (ii), as applicable[reserved]. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the The applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingEurodollar, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR CDOR Rate or Canadian Prime Rate Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and the applicable currency of such Borrowing; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the participating Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Class and Type as provided in Section 2.02. Each prepayment of a Borrowing (other than a prepayment of the Loans of a Defaulting Lender pursuant to Section 2.18(c)) shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right (i) at any time and from time to time to prepay any Borrowing of such Borrower the Senior First Lien Loans and Senior Second Lien Loans in whole or in part, subject and (ii) prior to prior notice in accordance with paragraph (d) Substantial Completion of this Section; provided thatthe Facility, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency BorrowingAdministrative Agent, and (ii) on after Substantial Completion of the Facility at Borrower’s election reduce the undrawn Commitment of the Senior First Lien Lenders and Second Lien Lenders. In connection with any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal prepayment prior to the lesser of Make-Whole Fee End Date, there shall also be due and payable to the Senior First Lien Lenders (A) other than to the amount necessary to eliminate Proton System Supplier in its capacity as a Senior First Lien Lender or any successor or assignee in such excess (after giving effect to any other prepayment of Loans on such daycapacity) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Senior Second Lien Lenders a Make-Whole Fee. Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) electronic communication as provided in Section 11.01 hereof of any prepayment of a Borrowing hereunder (i) or reduction in the case of a Eurocurrency Borrowing, Commitment not later than 11:00 a.m., New York City time, three 10 Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the effective date of such prepayment date or reduction in Commitment and the principal amount of each Borrowing or portion thereof the Loans to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may prepaid or undrawn Commitment to be revoked if such notice of termination is revoked in accordance with Section 2.08(c)reduced. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each Unless otherwise agreed by the Senior First Lien Lenders who are being prepaid and the Senior Second Lien Lenders, each whole or partial prepayment of any Borrowing shall be the Loans or reduction in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing undrawn Commitment shall be applied ratably first to prepayment or reduction of the undrawn Commitment of the Senior First Lien Loans included in and second to prepayment or reduction of the prepaid Borrowingundrawn Commitment of the Senior Second Lien Loans. Prepayments shall be accompanied by (i) accrued interest to on the extent amount prepaid, plus any fees required by Section 2.11 and (ii) break funding payments pursuant to 3.07 or other amounts required by Section 2.143.09 hereof.

Prepayment of Loans. (aA) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to Section 2.15 but otherwise without premium or penalty, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (bB) If If, on any Revaluation Date for any Alternative Currency Borrowing or any Alternative Currency Letter of Credit, the aggregate total Revolving Credit Exposures shall of any Class exceed 105% of the aggregate Commitmentstotal Commitments of such Class, then (i) the Borrower shall, on the last day next Interest Payment Date in respect of any Interest Period for any Eurocurrency Borrowingsuch Borrowing (or, and (ii) on any other date in the event ABR case of a Revaluation Date for an Alternative Currency Letter of Credit, on the next Interest Payment Date that is at least three Business Days after such Revaluation Date), prepay Revolving Borrowings shall be outstanding, the applicable Borrowers shall prepay or Swingline Loans in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (that, after giving effect to any other prepayment thereto, the total Revolving Credit Exposures of Loans on such day) and (B) Class do not exceed the amount total Commitments of the applicable Borrowings referred to in clause (i) or (ii), as applicablesuch Class. (cC) Prior If, as a result of any reduction in the Commitments, whether pursuant to any optional Section 2.08(c) or mandatory prepayment of Borrowings hereunderotherwise, the applicable total Revolving Credit Exposures of any Class exceed the total Commitments of such Class, the Borrower shall select prepay Revolving Borrowings or Swingline Loans in an aggregate amount such that, after giving effect thereto, the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice total Revolving Credit Exposures of such prepayment pursuant to paragraph (d) Class do not exceed the total Commitments of this Sectionsuch Class. (dD) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfacsimile) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments of any Class as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the participating Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same currency and Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any BorrowerIn the event and on such occasion that (i) the Total Revolving Extensions of Credit exceed the Total Commitments or (ii) the Total Revolving Extensions of Credit (excluding for such purposes Protective Advances) exceed the Borrowing Limit, or the Company on behalf of Borrower shall promptly (and in any Borrower, shall have the right at any time and from time to time to event within two Business Days) prepay any Borrowing of such Borrower in whole (or in partthe case of L/C Exposure, subject cash collateralize) the Revolving Loans, L/C Exposure, Swingline Loans and/or (in the case of clause (i) above) the Protective Advances in an aggregate amount equal to such excess (it being understood that the Borrower shall prepay Revolving Loans, Swingline Loans and/or Protective Advances prior notice in accordance with paragraph (d) to cash collateralization of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansL/C Exposure). (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other Any prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph Section 2.11(a) shall be made upon notice (dwhich shall be irrevocable unless otherwise agreed by the Administrative Agent) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify delivered to the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not no later than 11:00 a.m.A.M., New York City time, three Business Days before the date of such prepayment and (ii) prior thereto, in the case of an ABR BorrowingEurodollar Loans, not and no later than 11:00 a.m.A.M., New York City time, one Business Day before prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. Each If any such notice is given, the amount specified in such notice shall be irrevocable due and shall specify payable on the prepayment date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt The application of any such noticeprepayment pursuant to this Section 2.11 shall be made first, to ABR Loans and second, to Eurodollar Loans. (c) On each Business Day during any Full Cash Dominion Period, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant apply, subject to Section 2.142.17(b), all funds credited to any applicable Collection Account as of 10:00 A.M., New York City time, on such Business Day (whether or not immediately available) and first to prepay any Protective Advances that may be outstanding, second to prepay the Swingline Loans and third to prepay other Revolving Loans (without a corresponding reduction in Commitments).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (but subject to Section 2.13), subject to the requirements of this Section. (b) In the event and on each occasion that the sum of the Exposures exceeds the total Commitments, the Borrower shall prepay Borrowings in an aggregate amount equal to such excess. (i) In the event that (x) on or before the date falling 23 months after the Effective Date (the "First TPG Replacement Date") or (y) on or before the date falling 47 months after the Effective Date (the "Second TPG Replacement Date"), the Administrative Agent has not received a guaranty duly executed by TPG or a replacement guarantor satisfactory to the Lenders and having a stated term of at least two years, in the case of the First TPG Replacement Date, or a guaranty duly executed by TPG and terminating at least 30 days after the Maturity Date, in the case of the Second TPG Replacement Date, in each case pursuant to documentation in form and substance similar or identical to the TPG Guaranty (such documentation to include such evidence of authorization and such legal opinions with respect thereto as the Lenders may reasonably request), then the Borrower shall within 10 Business Days of the First TPG Replacement Date or, as the case may be, the Second TPG Replacement Date prepay in full the aggregate outstanding Borrowings and the Commitment of each Lender shall automatically terminate; provided, however, that no such prepayment shall be required (and the Commitment of each Lender shall not terminate) if, and for so long as TPG has validly and effectively pledged to the Administrative Agent a blocked cash collateral account held in New York with Citibank, N.A. in an amount, and pursuant to documentation in form and substance, reasonably satisfactory to the Administrative Agent. (ii) In the event that on or before the date falling one month prior notice to the stated expiration date of the GEI Guaranty (as in accordance effect from time to time, the "GEI Replacement Date"), the Administrative Agent has not received a guaranty duly executed by GEI or a replacement guarantor satisfactory to the Lenders and having a stated maturity falling at least 364 days after the then current GEI Replacement Date or, if sooner, 30 days after the Maturity Date, pursuant to documentation in form and substance similar or identical to the GEI Guaranty (such documentation to include such evidence of authorization and such legal opinions with paragraph respect thereto as the Lenders may reasonably request), then the Borrower shall within 10 Business Days of the GEI Replacement Date prepay in full the aggregate outstanding Borrowings and the Commitment of each Lender shall automatically terminate; provided, however, that no such prepayment shall be required (and the Commitment of each Lender shall not terminate) if, and for so long as GEI has validly and effectively pledged to the Administrative Agent a blocked cash collateral account held in New York with Citibank, N.A. in an amount, and pursuant to documentation in form and substance, reasonably satisfactory to the Administrative Agent. (iii) In the event that on or before the date falling one month prior to the stated expiration date of the TCW Guaranty (as in effect from time to time, the "TCW Replacement Date"), the Administrative Agent has not received a guaranty duly executed by TCW or a replacement guarantor satisfactory to the Lenders and having a stated maturity falling at least 364 days after the then current TCW Replacement Date or, if sooner, 30 days after the Maturity Date, pursuant to documentation in form and substance similar or identical to the TCW Guaranty (such documentation to include such evidence of authorization and such legal opinions with respect thereto as the Lenders may reasonably request), then the Borrower shall within 10 Business Days of the TCW Replacement Date prepay in full the aggregate outstanding Borrowings and the Commitment of each Lender shall automatically terminate; provided, however, that no such prepayment shall be required (and the Commitment of each Lender shall not terminate) if, and for so long as TCW has validly and effectively pledged to the Administrative Agent a blocked cash collateral account held in New York with Citibank, N.A. in an amount, and pursuant to documentation in form and substance, reasonably satisfactory to the Administrative Agent. (d) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, within ten (10) Business Days after such Net Proceeds are received, prepay Borrowings in an aggregate amount equal to (i) in the case of an event described in clause (a) or (b) of the definition of Prepayment Event, such Net Proceeds, or (ii) in the case of an event described in clause (c) or (d) of this Section; the definition of Prepayment Event, 75% of such Net Proceeds, provided that, unless in the applicable Borrowers and Lenders shall have otherwise agreed at case of any event described in clause (a) of the time such Loans were madedefinition of the term "Prepayment Event" occurring on or prior to the six-month anniversary of the Effective Date (other than the sale, Competitive Loans transfer or Contract Loans may be prepaid only other disposition of (x) Receivables in connection with a Permitted Receivables Financing, or (y) other assets of the Borrower or any Subsidiary in connection with the incurrence of Indebtedness in respect of an asset-backed financing entered into with the consent of the Lenders making Required Lenders), if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such Loansevent until the six-month anniversary of the Effective Date. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (ce) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section. (df) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.3:00 p.m., New York City time, one on the Business Day before prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that, if a notice of optional prepayment of any Loans is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment or to prepay such Borrowing in full. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.10. (g) In the event that a Guarantor Termination (as such term is defined in the Guaranty) shall occur, the Borrower shall immediately prepay in full all outstanding Borrowings and (ii) break funding payments pursuant to Section 2.14the Commitment of each Lender shall automatically terminate.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the aggregate Exposures shall exceed event of any partial reduction or termination of the aggregate Commitments, then (i) on at or prior to the last day date of any Interest Period for any Eurocurrency Borrowingsuch reduction or termination, the Administrative Agent shall notify the Borrower and the Lenders of the sum of the Credit Exposures after giving effect thereto and (ii) on any other date in if such sum would exceed the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (total Commitments after giving effect to any other prepayment such reduction or termination, then the Borrower shall, on the date of Loans on such day) and (B) the reduction or termination, prepay Borrowings in an amount of the applicable Borrowings referred sufficient to in clause (i) or (ii), as applicableeliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid prepay outstanding Loans, if any, upon its receipt of, and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Sectionamount of, any Excess CP Proceeds. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile) of any prepayment of a Borrowing hereunder hereunder, (i) in the case of a Eurocurrency prepayment of a Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 10:30 a.m., New York City time, one Business Day before on the date of such the prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing under Section 2.7(a) shall be in an amount that would be permitted in the case integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$100,000 and not less than $500,000. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.143.1.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph Section 2.16 (dbut otherwise without premium or penalty) and the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures Aggregate Revolving Credit Exposure under any Tranche shall exceed the aggregate CommitmentsCommitments under such Tranche, then (i) on the last day of any Interest Period for any Eurocurrency LIBOR Borrowing, EURIBOR Borrowing or CDOR Borrowing under such Tranche and (ii) on any each other date in the event on which any ABR Borrowings Borrowing or Swingline Loan shall be outstandingoutstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (Ai) the amount necessary to eliminate such excess and (ii) the amount of such Borrowing. If the Aggregate Revolving Credit Exposure under any Tranche on the last day of any month shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, within three Business Days of such last day, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such excess. (c) On the date of any Prepayment Event, the Company shall pay or prepay (or shall cause a Borrowing Subsidiary to pay or prepay) Borrowings in an amount equal to that portion of the Pro Rata Proceeds of such Event equal to the excess of (a) the Aggregate Revolving Credit Exposure immediately following such Event over (b) the aggregate Commitments after giving effect to any other prepayment of Loans on such day) and (B) the amount reduction of the applicable Borrowings referred Commitments required pursuant to in clause (iSection 6.03(i) or (ii), as applicable6.06(c) in respect of such Event. (cd) On the date of any termination or reduction of the Commitments of either Tranche pursuant to Section 2.08, the Company shall pay or prepay (or shall cause a Borrowing Subsidiary to pay or prepay) so much of the Borrowings under such Tranche as shall be necessary in order that the Aggregate Revolving Credit Exposure under such Tranche shall not exceed the aggregate Commitments under such Tranche after giving effect to such termination or reduction. (e) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (df) of this Section. (df) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyand, in the case of prepayment of a Swingline Loan, the Swingline Lender) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency LIBOR Borrowing, a EURIBOR Borrowing or a CDOR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of an ABR BorrowingBorrowing (other than a Swingline Loan), not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment and (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be given by telephone or telecopy. Each such telephonic notice shall be confirmed promptly by hand delivery or telecopy of a written notice. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures of any Class shall exceed the aggregate CommitmentsCommitments of such Class, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Revolving Borrowing and (ii) on any other date in the event ABR Revolving Borrowings of such Class shall be outstanding, the applicable Borrowers shall prepay Revolving Loans of such Class in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any Reset Date, the aggregate amount of the Exposures of any Class shall exceed 105% of the aggregate Commitments of such Class, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings of such Class in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Applicable Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of such prepayment and (ii) to the extent practicable, in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepaymenta prepayment under paragraph (b) above). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.09(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.09(c). Promptly following receipt of any such notice, the Administrative Applicable Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower any Class in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans without premium or Contract Loans may be prepaid only with the consent of the Lenders making such Loanspenalty. (b) If In the event and on each occasion that the aggregate Revolving Exposures shall exceed the aggregate Revolving Commitments, then the Borrower shall prepay Revolving Loan Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit Cash Collateral in an amount equal account with the Administrative Agent pursuant to the lesser of (ASection 2.05(j)) the in an aggregate amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings of any Class to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) Section 2.11(d). In the absence of this Sectiona designation by the Borrower as of the Type of Borrowing of any Class, the Administrative Agent shall make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.16. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder by telephone or delivering a Notice of a Borrowing hereunder Loan Prepayment; provided that, unless otherwise agreed by the Administrative Agent, such notice must be received (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment; provided, further, that each telephonic notice shall be confirmed promptly by hand delivery, facsimile or other electronic transmission to the Administrative Agent of a written Notice of Loan Prepayment signed by a Responsible Officer of the Borrower. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if that a notice of optional prepayment may state that such notice is given in connection with a conditional notice upon the effectiveness of termination other credit facilities or the receipt of the Commitments as contemplated by Section 2.08(c)proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, then in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments 2.13. At the Borrower’s election in connection with any prepayment pursuant to this Section 2.142.11, such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender and shall be allocated ratably among the relevant non-Defaulting Lenders.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that. All prepayments shall be made without premium or penalty other than, unless to the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were madeextent applicable, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loansamounts payable under Section 2.16. (b) If In the aggregate Exposures event and on each occasion that any Net Proceeds in excess of $5,000,000 are received by or on behalf of Holdings or any Subsidiary in respect of any Prepayment Event, there shall exceed the aggregate be a pro rata reduction of Revolving Commitments, then Term Borrowings, Incremental Tranche A Borrowings, and if provided for in the applicable Additional Incremental Facility Agreement, Additional Incremental Revolving Commitments and Additional Incremental Term Borrowings as provided in this Section 2.11(b) and in Section 2.08(f). In such event, the Borrower shall, within three Business Days after such Net Proceeds are received, prepay Term Borrowings, Incremental Tranche A Borrowings and, if provided for in the applicable Additional Incremental Facility Agreement, Additional Incremental Term Borrowings in an aggregate amount equal to the product of 100% (or, in the case of any Prepayment Event referred to in clause (c) of the definition of Prepayment Event, if, on the date on which any prepayment would otherwise be made in respect of such Prepayment Event either (i) on the last day Facilities shall be rated not lower than BBB- by S&P and Baa3 by Moody's or (ii) the Total Leverage Ratio as of such date is less thax 0.0 xo 1.0, 50%) of such Net Proceeds and the Prepayment Portion in respect of such Prepayment Event (such product, the "Prepayment Amount"); provided that, in the case of any Interest Period event described in clause (a) or (c) of the definition of Prepayment Event, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower intends to apply the Net Proceeds from such event (or a portion thereof specified in such certificate) to invest in the Telecommunications Business of the Borrower and the other Restricted Subsidiaries within 360 days of the receipt thereof and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such period, at which time a prepayment shall be required in accordance with this paragraph (b). (c) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2002, the Borrower shall prepay Term Borrowings, Incremental Tranche A Borrowings and, if provided for any Eurocurrency Borrowingin the applicable Additional Incremental Facility Agreement, Additional Incremental Term Borrowings in an aggregate amount equal to the product of (i) 50% of Excess Cash Flow for such fiscal year and (ii) the Prepayment Portion in respect of such Excess Cash Flow (such product, the "Excess Cash Flow Prepayment Amount"); provided that if, on the date on which any prepayment would otherwise be made pursuant to this Section 2.11(c), either (i) the Facilities shall be rated not lower than BBB- by S&P and Baa3 by Moody's or (ii) the Total Leverage Ratio as of such date is less thax 0.0 xo 1.0, no such prepayment shall be required pursuant to this Section 2.11(c). Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 90 days after the end of such fiscal year). (d) If, on any other date in the event ABR Borrowings shall be outstandingdate, the applicable Borrowers aggregate Revolving Exposures of all Lenders exceeds the aggregate Revolving Commitments of all Lenders, or the aggregate principal amount of the Additional Incremental Revolving Loans of any Class of all Lenders exceeds the aggregate Additional Incremental Revolving Commitments of such Class of all Lenders, the Borrower shall immediately prepay Revolving Loans or Additional Incremental Revolving Loans of such Class, as the case may be (and, to the extent that any such excess remains after all Revolving Loans have been prepaid, deposit cash collateral with the Administrative Agent to secure outstanding LC Exposure), in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (ce) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) Section 2.11(f); provided that each prepayment of this SectionBorrowings of any Class shall be applied to prepay ABR Borrowings of such Class before any other Borrowings of such Class. (df) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City Dallas, Texas time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City Dallas, Texas time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Dallas, Texas time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments or any Additional Incremental Revolving Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.13.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower its Loans, in whole or in part, subject to the requirements of Section 2.13 but otherwise without premium or penalty, upon prior written or telex notice to the Administrative Agent by 10:30 a.m., New York City time, on the date of such prepayment; provided, however, that each such partial prepayment shall be in accordance with paragraph (d) a minimum amount of this Section; provided that, unless the applicable Borrowers $5,000,000 and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent an integral multiple of the Lenders making such Loans$1,000,000. (b) If In the event of any termination of the Commitments, the Borrower shall repay or prepay all its outstanding Loans on the date of such termination. On the date of any partial reduction of the Commitments pursuant to Section 2.07, the Borrower shall pay or prepay so much of its Loans as shall be necessary in order that the aggregate Exposures shall exceed principal amount of the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such daydate) and (B) outstanding will not exceed the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableTotal Commitment immediately following such reduction. (c) Prior All prepayments under this Section 2.09 shall be subject to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Section 2.13. Each notice of such prepayment delivered pursuant to paragraph (da) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and above shall specify the prepayment date and the principal amount of each Borrowing Loan (or portion thereof thereof) to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an irrevocable and shall commit the Borrower to prepay such Loan by the amount that would be permitted in stated therein on the case of an advance of a Borrowing of the same Type as provided in Section 2.02date stated therein. Each prepayment of a Borrowing All prepayments shall be applied ratably first to the Reference Rate Loans included in the prepaid Borrowing. Prepayments and then to LIBO Rate Loans and shall be accompanied by (i) accrued interest on the principal amount being prepaid to the date of prepayment. Any amounts prepaid may be reborrowed to the extent required permitted by Section 2.11 and (ii) break funding payments pursuant to Section 2.14the terms of this Agreement.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate total Revolving Exposures or the total Alternative Currency Exposures shall at any time exceed the aggregate Commitmentstotal Revolving Commitments or the Alternative Currency Sublimit, respectively, then (i) on the last day of any Interest Period for applicable to any Eurocurrency Borrowing, LIBOR Revolving Borrowing or EURIBOR Revolving Borrowing of the applicable Class and (ii) on any other date in the event any ABR Borrowings Revolving Borrowing of the applicable Class shall be outstanding, the applicable Borrowers shall prepay US Dollar Revolving Loans or Alternative Currency Revolving Loans of the applicable Type in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any date, the total Revolving Exposures shall exceed 105% of the total Revolving Commitments or Alternative Currency Sublimit, respectively, then the Borrowers shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Borrowings of the applicable Class in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or fax) of any optional prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency LIBOR Borrowing or a EURIBOR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination or reduction of the Revolving Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Class and Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any BorrowerIn the event and on such occasion that (i) the Total Revolving Extensions of Credit exceed the Total Commitments or (ii) the Total Revolving Extensions of Credit (excluding for such purposes Protective Advances) exceed the Borrowing Base, or the Company on behalf of Borrower shall promptly (and in any Borrower, shall have the right at any time and from time to time to event within two Business Days) prepay any Borrowing of such Borrower in whole (or in partthe case of L/C Exposure, subject cash collateralize) the Revolving Loans, L/C Exposure and/or (in the case of clause (i) above) the Protective Advances in an aggregate amount equal to such excess (it being understood that the Borrower shall prepay Revolving Loans and/or Protective Advances prior notice in accordance with paragraph (d) to cash collateralization of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansL/C Exposure). (b) If Any prepayment of Loans pursuant to Section 2.11(a) shall be made upon notice (which shall be irrevocable unless otherwise agreed by the aggregate Exposures shall exceed Administrative Agent) delivered to the aggregate Commitments, then Administrative Agent (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not no later than 11:00 a.m.A.M., New York City time, three Business Days prior thereto, in the case of Term Benchmark Loans, (ii) no later than 11:00 A.M., New York City time, five Business Days before the date of such prepayment and (ii) prepayment, in the case of an ABR Borrowing, not RFR Loans and (iii) no later than 11:00 a.m.A.M., New York City time, one Business Day before prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Term Benchmark Loans, ABR Loans or, if applicable, RFR Loans; provided, that if a Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepaymentnotice the Administrative Agent shall promptly notify each relevant Lender thereof. Each If any such notice is given, the amount specified in such notice shall be irrevocable due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid. The application of any prepayment pursuant to this Section 2.11 shall specify the prepayment date be made first, to ABR Loans and the principal amount of each Borrowing or portion thereof second, to be prepaid; provided thatTerm Benchmark Loans and, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)applicable, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of RFR Loans. (c) On each Business Day during any such noticeFull Cash Dominion Period, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant apply, subject to Section 2.142.17(b), all funds credited to any applicable Collection Account as of 10:00 A.M., New York City time, on such Business Day (whether or not immediately available) and first to prepay any Protective Advances that may be outstanding and second to prepay other Revolving Loans (without a corresponding reduction in Commitments).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay prepay, without premium or penalty but subject to Section 2.14, any Borrowing of such Borrower Borrowing, in whole or in part, subject upon giving written or telecopy notice or other electronic transmission (including in .pdf format) to prior notice the Agent in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (db) In the event and on each occasion that the aggregate Credit Exposure exceeds the aggregate Commitments, the Borrower shall immediately prepay, without premium or penalty but subject to Section 2.14, Borrowings (or, if no such Borrowings are outstanding, Cash Collateralize the outstanding LC Exposure) in an aggregate amount as shall be necessary to eliminate the excess of such Credit Exposure over the aggregate Commitments (for purposes of this clause (b), Credit Exposure shall be calculated disregarding any portion of the LC Exposure which has been Cash Collateralized). (c) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone written or telecopy notice or other electronic transmission (confirmed by telecopyincluding in .pdf format) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 10:00 a.m., New York City time, one on the Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing (or portion thereof thereof) to be prepaid; prepaid and shall be irrevocable and shall commit the Borrower to prepay such Borrowing (or portion thereof) by the amount stated therein on the date stated therein, provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.11, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.11. Promptly following receipt All prepayments under this Section 2.12 shall be subject to Section 2.14 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by payment of any such notice, accrued interest on the Administrative Agent shall advise principal amount being prepaid to the Lenders date of the contents thereofpayment. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in which is an integral multiple of $100,000 and not less than $1,000,000 or, if less, the case aggregate principal amount of an advance of a Borrowing of the same Type as provided in Section 2.02such Borrowing. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (dc) of this Section; provided thatSection and, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were madeif applicable, Competitive Loans or Contract Loans may be prepaid only with the consent payment of the Lenders making such Loansany break funding expenses under Section 2.16. (b) If In the event and on such occasion that the Aggregate Revolving Exposure exceeds the aggregate Exposures shall exceed the aggregate Revolving Commitments, then the Borrower shall prepay the Revolving Loans, LC Exposure and/or Swingline Loans (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date if no such Borrowings are outstanding, deposit cash collateral in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans LC Collateral Account in an aggregate amount equal to such excess, in accordance with Section 2.06(j)) in an aggregate principal amount sufficient to cause the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the aggregate principal amount of all Revolving Exposures to be less than or equal to the applicable Borrowings referred to in clause (i) or (ii), as applicableaggregate Revolving Commitments. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed fax or through any Electronic System, if arrangements for doing so have been approved by telecopy) the Administrative Agent, of any prepayment of a Borrowing hereunder under this Section: (i) in the case of prepayment of a Eurocurrency Term Benchmark Borrowing, not later than 10:00 a.m., New York City time, three (3) U.S. Government Securities Business Days before the date of prepayment, (ii) in the case of an RFR Borrowing, not later than 10:00 a.m., New York City time, five (5) U.S. Government Securities Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing (other than a Swingline Loan), not later than 10:00 a.m., New York City time, on the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, three Business Days before on the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02 (or, in the case of any RFR Loan, in such amount that would be permitted in the case of an advance of an ABR Revolving Borrowing as provided in Section 2.02), except as necessary to apply fully the required amount of a mandatory prepayment. Each voluntary prepayment of a Borrowing shall be applied to such Loans in such amounts, at the discretion of the Borrower. Each mandatory prepayment made pursuant to Section 2.11(b) shall be applied ratably to the Loans included in the prepaid Borrowingall outstanding Loans. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, part subject to prior notice in accordance with paragraph (d) the requirements of this Section; Section without penalty or premium (except as provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans in Section 2.14 or Contract Loans may be prepaid only with the consent of the Lenders making such Loans2.15). (b) If In the aggregate Exposures shall exceed event and on each occasion that any Net Proceeds are received by or on behalf of the aggregate Commitments, then (i) on the last day Borrower or any Subsidiary in respect of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstandingPrepayment Event, the applicable Borrowers shall Borrower shall, within six Business Days after such Net Proceeds are received, prepay Loans Borrowings in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableNet Proceeds. (c) Following the end of each fiscal year of the Borrower, commencing with the fiscal year ending on or after the Effective Date, for which there is any Excess Cash Flow, the Borrower shall prepay Borrowings in an aggregate amount equal to [ * ]. Each prepayment pursuant to this paragraph shall be made on or before the date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 90 days after the end of such fiscal year). (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section; PROVIDED that each prepayment of Borrowings of any Class shall be applied to prepay ABR Borrowings of such Class before any other Borrowings of such Class. If optional or mandatory prepayment of Borrowings made at a time when Borrowings of more than one Class are outstanding, the Borrower shall select Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Classes pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class. (de) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or * INDICATES CONFIDENTIAL TREATMENT REQUESTED portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of optional prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.08(c), then amount of such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in is an integral multiple of $100,000 and not less than $1,000,000, except as necessary to apply fully the case of an advance required amount of a Borrowing of the same Type as provided in Section 2.02mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments of Borrowings shall be accompanied by (i) the payment of accrued interest to on the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14amount prepaid.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate total Revolving Exposures or the total Alternative Currency Exposures shall at any time exceed the aggregate Commitmentstotal Revolving Commitments or the Alternative Currency Sublimit, respectively, then (i) on the last day of any Interest Period for applicable to any Eurocurrency Borrowing, LIBOR Revolving Borrowing or EURIBOR Revolving Borrowing of the applicable Class and (ii) on any other date in the event any ABR Borrowings Revolving Borrowing of the applicable Class shall be outstanding, the applicable Borrowers Borrower shall prepay US Dollar Revolving Loans or Alternative Currency Revolving Loans of the applicable Type in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any date, the total Revolving Exposures shall exceed 105% of the total Revolving Commitments or Alternative Currency Sublimit, respectively, then the Borrower shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Borrowings of the applicable Class in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section. (d) The applicable BorrowerIn the event and on each occasion that, after the making of the Term Loans hereunder, any Net Proceeds are received by or the Company on behalf of the Company or any Subsidiary in respect of any Reduction/Prepayment Event, (i) the Company shall promptly provide Administrative Agent written notice thereof, setting forth the nature of such Reduction/Prepayment Event and the amount of such Net Proceeds (together with a reasonably detailed calculation thereof) and (ii) not later than two (2) Business Days following the day of such receipt the Company shall, without penalty or premium but subject to Section 2.15, prepay Term Loans in an amount equal to such Net Proceeds. (e) The applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or fax) of any optional prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency LIBOR Borrowing or a EURIBOR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination or reduction of the Revolving Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Class and Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right (i) at any time and from time to time to prepay any Borrowing of such Borrower the Senior First Lien Loans and Senior Second Lien Loans in whole or in part, subject and (ii) to reduce the undrawn Commitment of the Senior First Lien Lenders and Second Lien Lenders prior notice in accordance with paragraph (d) to Substantial Completion of this Section; provided thatthe Facility, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. Administrative Agent (b) If except for $410,000 of Commitment which may be reduced without the aggregate Exposures shall exceed consent of the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency BorrowingAdministrative Agent), and (ii) on after Substantial Completion of the Facility at Borrower’s election. In connection with any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal prepayment prior to the lesser of Make-Whole Fee End Date, there shall also be due and payable to the Senior First Lien Lenders (A) other than to the amount necessary to eliminate Proton System Supplier in its capacity as a Senior First Lien Lender or any successor or assignee in such excess (after giving effect to any other prepayment of Loans on such daycapacity) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Senior Second Lien Lenders a Make-Whole Fee. Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) electronic communication as provided in Section 11.01 hereof of any prepayment of a Borrowing hereunder (i) or reduction in the case of a Eurocurrency Borrowing, Commitment not later than 11:00 a.m., New York City time, three 10 Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the effective date of such prepayment date or reduction in Commitment and the principal amount of each Borrowing or portion thereof the Loans to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may prepaid or undrawn Commitment to be revoked if such notice of termination is revoked in accordance with Section 2.08(c)reduced. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each Unless otherwise agreed by the Senior First Lien Lenders who are being prepaid and the Senior Second Lien Lenders, each whole or partial prepayment of any Borrowing shall be the Loans or reduction in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing undrawn Commitment shall be applied ratably first to prepayment or reduction of the undrawn Commitment of the Senior First Lien Loans included in and second to prepayment or reduction of the prepaid Borrowingundrawn Commitment of the Senior Second Lien Loans. Prepayments shall be accompanied by (i) accrued interest to on the extent amount prepaid, plus any fees required by Section 2.11 and (ii) break funding payments pursuant to 3.07 or other amounts required by Section 2.143.09 hereof.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) requirements of this Section. (db) In the event and on each occasion that the Aggregate Exposure exceeds the Aggregate Commitment then in effect (including as a result of any reduction in the Commitments pursuant to Section 2.06), the Borrower shall promptly prepay Borrowings in an aggregate amount sufficient to eliminate such excess. If the Borrower fails to make such prepayment within three Business Days, the Agent shall, and is hereby authorized and directed by the Borrower to, without the necessity of any further approval or authorization of the Borrower, apply amounts then on deposit in the Collection Account to prepay Borrowings in an aggregate amount sufficient to eliminate such excess. (c) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile or electronic transmission) of any optional prepayment of a Borrowing and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.10.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) requirements of this Section. (db) The applicable BorrowerIn connection with any optional prepayment pursuant to Section 2.09(a), or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyany approved form of electronic communication or otherwise in writing) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingBorrowing denominated in Dollars, not later than 11:00 a.m.12:00 p.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of a Eurocurrency Borrowing denominated in Swedish Kronor, not later than 12:00 p.m., New York City time, four Business Days before the date of prepayment or (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Class of Loans to be prepaid and the principal amount of each Borrowing or Borrowings or portion thereof to be prepaid; provided that, if that a notice of optional prepayment may state that such notice is given conditional upon the occurrence of an event specified therein, in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 12:00 noon New York City time, on the specified date) if such condition is not satisfied; provided, further, that each such notice of termination is revoked must be in accordance with Section 2.08(c)a form reasonably acceptable to the Administrative Agent. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.03(a), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to as directed by the Loans included in Borrower; provided that during the prepaid Borrowingcontinuance of an Event of Default, each prepayment shall be applied pro rata among each Class of Loans. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11, except in the case of partial prepayment of ABR Loans, which interest shall be payable on the next scheduled interest payment date.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Loan in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (db) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) in writing of the proposed date and the principal amount of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, at least three (3) Business Days before (or such shorter period as may be acceptable to the Administrative Agent in its sole discretion) prior to the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the manner of prepayment, the prepayment date and the principal amount of each Borrowing Loan or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then that any such notice of prepayment may be conditioned upon the effectiveness of other credit facilities or another event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice relating to a Loan, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing Loan shall be applied ratably to towards a reduction of the Loans included in the prepaid Borrowingprincipal amount of then outstanding Loans. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.09. (c) Notwithstanding the foregoing, and at all times subject to the Amended Intercreditor Agreement, to the extent that any principal amount of the 2017 Notes is repaid or prepaid with proceeds from an asset sale of assets not constituting CET Collateral (iias defined in the 2017 Notes Indenture) break funding in accordance with Section 4.9 of the 2017 Notes Indenture, then on the date of such repayment or prepayment, the Borrower shall concurrently therewith prepay outstanding amounts of the Term Loan under the Term Loan Credit Agreement and the 2017 PIK Notes under the 2017 PIK Notes Indenture, pro rata with the payments pursuant required to Section 2.14be made to the holders of the 2017 Notes. (d) Notwithstanding the foregoing, in the event that either of the Term Loan or the 2017 PIK Notes are prepaid in full or repaid in full, the Commitments hereunder shall automatically terminate and all Loans outstanding shall become immediately due and payable at such time.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)) but subject to break funding payments required by Section 2.16, subject to prior notice in accordance with paragraph (d) the provisions of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (iiSection 2.11(a), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the . The applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Term Benchmark Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing or Canadian Prime Rate Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the applicable Tranche prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more events specified therein, in which case such notice may be revoked by each applicable Borrower by notice to the Administrative Agent on or prior to the specified effective date if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Borrower and each mandatory prepayment of a Term Loan Borrowing shall be applied as directed by the Borrower (subject to Section 2.11(d)). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16. (b) If at any time, (i) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Multicurrency Tranche Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Revaluation Date with respect to each such Credit Event) exceeds 105% of the aggregate Multicurrency Tranche Commitments, (ii) the sum of the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure (calculated as of the most recent Revaluation Date) exceeds 105% of the aggregate Non-USD Multicurrency Tranche Sublimit or (iii) for any other reason, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures of any Class (so calculated) exceeds the aggregate Commitments of such Class, the Borrower shall in each case immediately repay the applicable Borrowings or Cash Collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) of each Class to be less than or equal to the aggregate Commitments of such Class (or, in the case of preceding clause (ii), cause the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure to be less than or equal to the Non-USD Multicurrency Tranche Sublimit). (1) In the event and on each occasion that any Net Proceeds are received by or on behalf of Parent or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower shall, within five (5) Business Days after such Net Proceeds are received, prepay (x) the Obligations and (y) Other Applicable Indebtedness (to the extent and if required by the terms of the documentation governing such Other Applicable Indebtedness), in each case, as set forth in Section 2.11(d)(i) below in an aggregate amount equal to 100% (with step downs to (i) 50% based upon the achievement and maintenance of a First Lien Net Leverage Ratio of less than or equal to 3.00 to 1.00 and (ii) 0% based upon the achievement and maintenance of a First Lien Net Leverage Ratio of less than or equal to 2.50 to 1.00 (each such step down, an “Asset Sale Step Down”)) of such Net Proceeds; provided that in the case of any event described in clause (a), (b) or (c) of the definition of the term “Prepayment Event”, the Borrower shall only be obligated to prepay, subject to the Asset Sale Step Down, the amount of the Net Proceeds received to the extent in excess of the applicable amounts set forth therein; provided, further, that in the case of any event described in clause (a), (b) or (c) of the definition of the term “Prepayment Event”, if Parent shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Parent or its relevant Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 12 months after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire, replace, rebuild, maintain, develop, construct, improve, upgrade or repair property, equipment or other assets (excluding inventory) useful in the business of Parent and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 12 month period (or committed to be applied by the end of the 12 month period and applied within 180 days after the end of such 12 month period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied, (2) in the event and on each occasion that any Borrower incurs, issues or obtains any Credit Agreement Refinancing Indebtedness (other than solely by means of extending or renewing then existing Credit Agreement Refinancing Indebtedness without resulting in any Net Proceeds), the Borrower shall, on the date on which such Credit Agreement Refinancing Indebtedness is incurred, issued or obtained, prepay the applicable Refinanced Debt as set forth in Section 2.11(d)(ii) below in an aggregate amount equal to 100% of the Net Proceeds of such Credit Agreement Refinancing Indebtedness and (3) on each Excess Cash Payment Date the Borrower shall prepay the Obligations as set forth in Section 2.11(d)(i) below in an amount equal to the Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the applicable fiscal year (but only if such amount exceeds $25,000,000 in the aggregate); provided that repayments of principal of Loans made as a voluntary prepayment pursuant to Section 2.11(a) (other than with the proceeds of long-term Indebtedness) (but in the case of a voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction to the Revolving Commitments in an amount equal to such prepayment) during the applicable fiscal year shall reduce on a dollar-for-dollar basis the amount of such mandatory repayment otherwise required on the applicable Excess Cash Payment Date pursuant to this clause (3). (d) Subject to Sections 2.11(e) and 2.11(f) below and except as set forth in the applicable Incremental Amendment, Extension Amendment and Refinancing Amendment, (i) all such amounts pursuant to Sections 2.11(c)(1) and 2.11(c)(3) shall be applied to each Class of Term Loans on a pro rata basis and to the scheduled payments of each such Class as directed by Xxxxxx (and absent such direction, in direct order of maturity); provided that, if at the time that prepayment would be required pursuant to Sections 2.11(c)(1) and 2.11(c)(3), Parent or any Restricted Subsidiary is required to prepay or offer to redeem or repurchase any Other Applicable Indebtedness pursuant to the terms of the documentation governing such Other Applicable Indebtedness with such amounts, then Parent or such Restricted Subsidiary may apply such amounts on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and such Other Applicable Indebtedness at such time) to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness; provided, further, that (A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, (C) the amount of prepayment of the Term Loans that would otherwise have been required pursuant to this clause (d) shall be reduced accordingly and (D) to the extent the holders of such Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof and (ii) all such amounts pursuant to Section 2.11(c)(2) shall be applied to prepay an aggregate principal amount of the applicable Refinanced Debt equal to the Net Proceeds of the applicable Credit Agreement Refinancing Indebtedness (and to the extent the applicable Refinanced Debt is not repaid in full, such Net Proceeds shall reduce the remaining scheduled principal repayments of such Refinanced Debt on a pro rata basis). (e) Notwithstanding any other provisions of this Section 2.11 to the contrary, with respect to any prepayment required pursuant to Section 2.11(c)(1), if at the time of such prepayment, the Restricted Subsidiary receiving the Net Proceeds (i) is prohibited, restricted or delayed by applicable local law from repatriating such Net Proceeds to Parent or the Borrower, the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.11(c)(1) but may be retained by the applicable Restricted Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to Parent or the Borrower, and once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 2.11(d) to the extent provided therein or (ii) cannot repatriate such funds to Parent or the Borrower without (in the good faith determination of Parent) the repatriation of such Net Proceeds (or a portion thereof) that would otherwise be required to be applied pursuant to Section 2.11(c)(1) resulting in material adverse tax consequences, the Net Proceeds (or portion thereof) so affected may be retained by the applicable Restricted Subsidiary (Parent and the Borrower hereby agreeing to cause the applicable Restricted Subsidiary to promptly use commercially reasonable efforts to take all actions within the reasonable control of Parent and the Borrower that are reasonably required to eliminate such tax effects) until such time as such material adverse tax consequences would not apply to the repatriation thereof, at which time the mandatory prepayments otherwise required by Section 2.11(c)(1) with respect to such Net Proceeds shall be made. (f) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.11(c)(1) or 2.11(c)(3) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage of each relevant Tranche of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the applicable Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.11(c)(1) or 2.11(c)(3) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount related to a prepayment under Section 2.11(c)(1) is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the and Term Loans (excluding the Applicable Percentage of Declining Term Lenders), as applicable). In the event that the Declined Prepayment Amount related to a prepayment under Section 2.11(c)(3) is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the Term Loans (excluding the Applicable Percentage of Declining Term Lenders), as applicable). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. (New York time) one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrower. For the avoidance of doubt, the Borrower may, at their option, apply any amounts retained in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.11(a) above.

Prepayment of Loans. (a) Any Borrower, or the The Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (but subject to prior notice in accordance with paragraph (d) of this Section; provided thatSection 2.17), unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal subject to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) requirements of this Section. (db) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) email of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three Business Days before prior to the date of such prepayment and prepayment, (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment, or (iii) in the case of Daily Simple SOFR Borrowing, not later than 11:00 a.m., New York City time, five Business Days prior to the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, issuance of debt or equity securities, or the occurrence of any event specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to on the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14amounts prepaid.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the aggregate Exposures shall exceed the aggregate Commitments, then event and on each occasion that (i) on the last day Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitment (other than as a result of any Interest Period for any Eurocurrency Borrowing, and (ii) revaluation of the Dollar Equivalent of Revolving Loans on any other date Calculation Date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (iaccordance with Section 1.06) or (ii) the Aggregate Revolving Exposure exceeds 105% of the Aggregate Revolving Commitment solely as a result of any revaluation of the Dollar Equivalent of Revolving Loans on any Calculation Date in accordance with Section 1.06, the Borrower shall prepay Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.04(i), as applicable) in an aggregate amount equal to such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunderunder this Section, the applicable Borrower shall select specify the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment delivered pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or facsimile) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.07. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments 2.12 together with any additional amounts required pursuant to Section 2.142.15.

Prepayment of Loans. (a) Any BorrowerUpon prior notice in accordance with paragraph (c) of this Section 2.09, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Revolving Borrowing of such Borrower in whole or in part, part without premium or penalty (but subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.14). (b) If the aggregate Exposures shall exceed the aggregate CommitmentsExcept for Protective Advances and Overadvance Loans permitted under Section 2.08, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstandingand on each Business Day on which the total Revolving Exposure under the Facility exceeds the Maximum Borrowing Amount under the Facility, the applicable Borrowers relevant Borrower shall promptly prepay first, any outstanding Swingline Loans under the Facility in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (Swingline Loans, second, if any excess remains after giving effect prepaying all Swingline Loans, any outstanding Revolving Loans under the Facility in an amount equal to any other prepayment of remaining excess and third, if any excess remains after prepaying all Swingline Loans on such day) and (B) all Revolving Loans, depositing an amount in cash in an amount equal to any remaining excess in the amount of LC Collateral Account for the applicable Borrowings referred to in clause (i) or (ii), as applicableFacility. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopy) facsimile or other electronic communication of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingRate Loan, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR BorrowingLoan, not later than 10:00 a.m., Local Time, on the day of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments 2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 2.142.09, such prepayment shall not be applied to any Loan of a Defaulting Lender and shall be allocated ratably among the relevant non-Defaulting Lenders.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Term Benchmark Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any BorrowerPrior to the Maturity Date, or the Company on behalf of Borrower and any Borrower, Subsidiary Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower (other than a Competitive Borrowing), in whole or in part, subject to the requirements of Section 2.21 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 Noon, New York City, time at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan and at least three Business Days in the case of a LIBOR Loan; provided thatprovided, unless however, that each such partial prepayment shall be in an integral multiple of $1,000,000 and in a minimum aggregate principal amount of $5,000,000. Neither the applicable Borrowers and Lenders Borrower nor any Subsidiary Borrower shall have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Borrowing without the consent of the Lenders making such Loansrelevant Lender. (b) If On any date when the aggregate Exposures shall exceed sum of the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess Revolving Credit Exposure (after giving effect to any other Borrowings effected on such date) exceeds the Total Revolving Commitment, the Borrower shall make a mandatory prepayment of the Revolving Credit Loans on (or cause any Subsidiary Borrower to make such daya prepayment) and (B) in such amount as may be necessary so that the Revolving Credit Exposure after giving effect to such prepayment does not exceed the Total Revolving Commitment then in effect. Any prepayments required by this paragraph shall be applied to outstanding ABR Loans up to the full amount of the applicable Borrowings referred thereof before they are applied to in clause (i) or (ii), as applicableoutstanding LIBOR Revolving Credit Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Each notice of such prepayment pursuant to paragraph (dSection 2.17(a) shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of this Section. (d) The applicable Borrowereach Borrowing to be prepaid, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower or the principal relevant Subsidiary Borrower to prepay such Borrowing(s) by the amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.17 shall be accompanied by (i) accrued interest on the principal amount being prepaid, to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any BorrowerPrior to the Maturity Date, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Revolving Credit Borrowing, in whole or in part, subject to the requirements of Section 2.17 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 noon New York City time at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan and at least three Business Days in the case of a LIBOR Loan; provided thatPROVIDED, unless HOWEVER, that each such partial prepayment shall be in an integral multiple of $5,000,000 and in a minimum aggregate principal amount of $10,000,000. The Borrower shall not have the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Borrowing without the consent of the Lenders making such Loansrelevant lender. (b) If On any date when the sum of the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay outstanding Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other Borrowings effected on such date) plus the then current L/C Exposure exceeds the Total Commitment, the Borrower shall make a mandatory prepayment of the Revolving Credit Loans on in such day) and (B) amount as may be necessary so that the aggregate amount of outstanding Loans plus the applicable Borrowings referred then current L/C Exposure after giving effect to such prepayment does not exceed the Total Commitment then in clause (i) or (ii), as applicableeffect. Any prepayments required by this paragraph shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding LIBOR Revolving Credit Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Each notice of such prepayment pursuant to paragraph (dSection 2.13(a) shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of this Section. (d) The applicable Borrowereach Borrowing to be prepaid, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower to prepay such Borrowing(s) by the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.13 shall be accompanied by (i) accrued interest on the principal amount being prepaid, to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any BorrowerPrior to the Maturity Date, or the Company on behalf of Borrower and any Borrower, Subsidiary Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower (other than a Competitive Borrowing), in whole or in part, subject to the requirements of Section 2.19 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 Noon, New York City, time at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan and at least three Business Days in the case of a LIBOR Loan; provided thatprovided, unless however, that each such partial prepayment shall be in an integral multiple of $1,000,000 and in a minimum aggregate principal amount of $5,000,000. Neither the applicable Borrowers and Lenders Borrower nor any Subsidiary Borrower shall have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Borrowing without the consent of the Lenders making such Loansrelevant Lender. (b) If On any date when the aggregate Exposures shall exceed sum of the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess Revolving Credit Exposure (after giving effect to any other Borrowings effected on such date) exceeds the Total Revolving Commitment, the Borrower shall make a mandatory prepayment of the Revolving Credit Loans on (or cause any Subsidiary Borrower to make such daya prepayment) and (B) in such amount as may be necessary so that the Revolving Credit Exposure after giving effect to such prepayment does not exceed the Total Revolving Commitment then in effect. Any prepayments required by this paragraph shall be applied to outstanding ABR Loans up to the full amount of the applicable Borrowings referred thereof before they are applied to in clause (i) or (ii), as applicableoutstanding LIBOR Revolving Credit Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Each notice of such prepayment pursuant to paragraph (dSection 2.15(a) shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of this Section. (d) The applicable Borrowereach Borrowing to be prepaid, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower or the principal relevant Subsidiary Borrower to prepay such Borrowing(s) by the amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.15 shall be accompanied by (i) accrued interest on the principal amount being prepaid, to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate CommitmentsCommitments under such Tranche, then (i) on the last day of any Interest Period for any Eurocurrency LIBOR Borrowing or EURIBOR Borrowing, and the last day of any Contract Period for any B/A Drawing, under such Tranche and (ii) on any each other date in the event on which any ABR Borrowings Revolving Borrowing, Canadian Prime Rate Borrowing or Swingline Loan shall be outstandingoutstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans or payment of B/As on such day) and (B) the amount of the applicable Borrowings Revolving Borrowings, B/A Drawings or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Credit Exposures under any Tranche on the last day of any month (or on any other date specified by Lenders representing more than 50% of the Commitments under such Tranche) shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable BorrowerBorrower shall notify the Applicable Agent (and, or in the Company case of prepayment of a Swingline Loan, the Applicable Swingline Lender) by a telecopy notice signed by a Financial Officer on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) Borrower of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency BorrowingLIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, three Business Days before the date of such prepayment and (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (ii) in the case of a LIBOR Borrowing denominated in Sterling or an Alternative Currency or a EURIBOR Borrowing, not later than 12:00 noon, Local Time, three Business days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, one Business Day before the date of such prepayment and (d) in the case of a Canadian Prime Rate Borrowing, not later than 12:00 noon, Local Time, the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.09(c), then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.08(c2.09(c). Promptly following receipt of any such notice, the Administrative Applicable Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Borrowing, in whole or in part, subject upon giving telephonic notice (which shall be confirmed promptly in writing or by telecopy) to the Administrative Agent (which shall promptly provide a copy to each applicable Lender): (i) before 11:00 a.m., New York City time, four Business Days prior notice to prepayment, in accordance with paragraph the case of a LIBOR Borrowing or NIBOR Borrowing and (dii) before 11:00 a.m., New York City time, one Business Day prior to prepayment, in the case of this Sectionan ABR Borrowing; provided thatprovided, unless however, that each such partial prepayment of principal shall be in a minimum principal amount equal to the applicable Borrowers Borrowing Minimum and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent an integral multiple of the Lenders making such LoansBorrowing Multiple. (b) If In the event and on each occasion that the aggregate Revolving Exposures (computed as if the US Dollar Equivalent of each Revolving Loan denominated in a Committed Foreign Currency were equal to 105% of the actual US Dollar Equivalent of such Loan) shall exceed the aggregate Revolving Commitments, then (i) on each day that is the last day of any an Interest Period for any Eurocurrency LIBOR or NIBOR Revolving Borrowing, and (ii) on any each other date in the event ABR Revolving Borrowings or Swingline Loans shall be outstanding, the applicable Borrowers shall prepay Loans such Revolving Borrowings or Swingline Loans, as the case may be, in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. The Administrative Agent shall promptly notify Millennium America in the event it determines that any prepayment is required under this paragraph. In the event and on each occasion that the aggregate Revolving Exposures (computed on the basis of the actual US Dollar Equivalent of each Revolving Loan denominated in a Committed Foreign Currency) shall exceed the aggregate Revolving Commitments, then the Borrowers shall, within five Business Days, prepay Revolving Borrowings or Swingline Loans in an amount sufficient to eliminate such excess (after giving effect to any other prepayment of Loans on such day). (c) Prior In the event and on each occasion that Millennium or any Domestic Subsidiary shall complete any Asset Sale at a time when the Leverage Ratio, determined as of the end of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b), shall be equal to or greater than 3.75 to 1.00, Millennium America shall, not later than the third Business Day following any optional receipt by Millennium or mandatory prepayment any Subsidiary of Borrowings hereunderNet Cash Proceeds with respect to such Asset Sale, the applicable Borrower shall select the Borrowing or Borrowings prepay outstanding Term Loans in an amount equal to be prepaid and shall specify such selection in the notice 50% of such prepayment pursuant to paragraph (d) of this SectionNet Cash Proceeds. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice All prepayments under this Section shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing subject to Section 2.17 but otherwise without premium or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)penalty. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments All prepayments shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Borrowing, in whole or in part, subject upon giving telephonic notice (which shall be confirmed promptly in writing or by telecopy) to prior notice in accordance with paragraph the Servicing Agent (d) of this Section; provided that, unless the applicable Borrowers and Lenders which shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then promptly provide a copy to each Lender): (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than before 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) prior to prepayment, in the case of an ABR BorrowingLIBOR Loans or NIBOR Loans, not later than (ii) before 11:00 a.m., New York City time, one Business Day before the date of such prior to prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of ABR Loans and (iii) before 12:00 noon, New York City time, on the date of prepayment, in the case of Swingline Loans; provided, however, that each such partial prepayment of principal shall be in a minimum principal amount of $1,000,000 and an advance integral multiple of a $1,000,000. The Borrower shall not have the right to prepay any Competitive Borrowing without the prior consent of the same Type Lender thereof. (b) On the date of any termination or reduction of the Total Commitment pursuant to Section 2.12, the Borrower shall pay or prepay so much of the Borrowings as provided shall be necessary in order that the sum of the aggregate Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans will not exceed the Total Commitment after giving effect to such termination or reduction. (c) Except to the extent otherwise specified by the Borrower making a prepayment, all prepayments under this Section 2.02. Each prepayment of a Borrowing 2.13 shall be applied ratably to outstanding ABR Loans up to the full amount thereof and then shall be applied to outstanding LIBOR Loans included in (other than LIBOR Competitive Loans) up to the prepaid Borrowingfull amount thereof. (d) All prepayments under this Section shall be subject to Section 2.16 but otherwise without premium or penalty. Prepayments All prepayments other than prepayments of ABR Loans shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the aggregate event and on such occasion that the sum of the Revolving Exposures shall exceed exceeds the aggregate total Revolving Commitments, then the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) [Reserved]. (d) [Reserved]. (e) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (df) of this Section. (df) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of any Borrowing (other than a Eurocurrency Swingline Loan or an optional prepayment of an ABR Borrowing), not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of an optional prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and 2.13. (iig) break funding payments pursuant to All prepayments of Eurodollar Borrowings (other than on the last day of the relevant interest period) shall be accompanied by any amounts payable under Section 2.142.15 or 2.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless that the applicable Borrowers and Lenders shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans Loan or Contract Loans may be prepaid only with Negotiated Rate Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If If, on any Revaluation Date, the aggregate Exposures shall exceed Total Credit Exposure exceeds 105% of the aggregate total Revolving Commitments, then the Company shall, not later than the third Business Day after the Company receives notice thereof from the Administrative Agent, prepay, or cause either or both Borrowers to prepay, without penalty or premium (i) on subject to Section 2.17), one or more Borrowings in an aggregate amount sufficient to reduce the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in Total Credit Exposure to an amount not exceeding the event ABR Borrowings shall be outstanding, total Revolving Commitments; provided that the applicable Borrowers shall not be required to prepay any Competitive Loans in an amount equal or Negotiated Rate Loans pursuant to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicablethis paragraph. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lenders) by telephone (confirmed by telecopyfacsimile) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingRevolving Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. The Company shall notify the Administrative Agent and X.X. Xxxxxx Europe Limited by telephone (confirmed by facsimile) of any prepayment hereunder of a Eurocurrency Revolving Borrowing denominated in any Alternative Currency, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments Loans may state that such notice is conditioned upon the effectiveness of other credit facilities as contemplated by Section 2.08(c2.10(c), then in which case such notice of prepayment may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent or X.X. Xxxxxx Europe Limited, as applicable, shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Currency and Type as provided in Section 2.02, except as provided in Section 2.24(f) in connection with the prepayment of the Loans of any Defaulting Lender. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing, except as provided in Section 2.24(f) in connection with the prepayment of the Loans of any Defaulting Lender. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have -------------------- the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers Section and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.15. (b) If In the aggregate Exposures shall exceed event that and on each occasion on which the aggregate total Exposure exceeds the total Commitments, then the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (ior, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess. (c) In the event that and on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) occasion on any other date in which the event ABR Borrowings shall be outstandingBorrower issues or incurs Subordinated Debt, the applicable Borrowers Borrower shall, upon such issuance or incurrence, prepay Loans in an aggregate amount equal to the net proceeds of such Subordinated Debt. (d) Not more than three Business Days after the occurrence of a Prepayment Event, the Borrower or its Subsidiary shall prepay Revolving Loans (with a corresponding reduction of the Commitments) in an amount equal to the lesser Net Proceeds of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicablePrepayment Event. (ce) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (df) of this Section. (df) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that, if a -------- notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (ba) If If, on any date, the aggregate Exposures Aggregate Revolving Exposure shall exceed the aggregate CommitmentsAggregate Revolving Commitment, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Term SOFR Revolving Borrowing or EURIBOR Revolving Borrowing and (ii) on any other date in the event day on which any ABR Borrowings shall be Revolving Borrowing is outstanding, the applicable Borrowers shall prepay Revolving Loans in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Revolving Loans on such day) and (B) the amount of the applicable Revolving Borrowings referred to in clause (i) or (ii). If, as applicableon any date, the Aggregate Revolving Exposure shall exceed 105% of the Aggregate Revolving Commitment, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Revolving Borrowings (and, if no Revolving Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.20(n)) in an aggregate amount equal to the lesser of (1) the amount necessary to eliminate such excess and (2) the Aggregate Revolving Exposure. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (db) The applicable Borrower, Borrower (or the Company on behalf of the applicable Borrower, its behalf) shall notify the Administrative Agent by telephone (confirmed confirmed, with a copy to the Administrative Agent, by telecopyhand delivery or facsimile) or in writing of any optional prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingTerm SOFR Borrowing denominated in US Dollars, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of prepayment, (ii) in the case of a XXXXX Borrowing, a EURIBOR Borrowing or any Borrowing denominated in an Alternative Currency, not later than 11:00 a.m., Local Time, four Business Days before the date of such prepayment and (iiiii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, that if a notice of optional prepayment of Revolving Borrowings is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and currency as provided in Section 2.022.02 (or, if less, the outstanding principal amount of the Loans). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.10.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate CommitmentsCommitments under such Tranche, then (i) on the last day of any Interest Period for any Eurocurrency LIBOR Borrowing or EURIBOR Borrowing, and the last day of any Contract Period for any BA Drawing, under such Tranche and (ii) on any each other date in the event on which any ABR Borrowings Revolving Borrowing, Canadian Prime Rate Borrowing or Swingline Loan shall be outstandingoutstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans or payment of BAs on such day) and (B) the amount of the applicable Borrowings Revolving Borrowings, BA Drawings or Swingline Loans referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Credit Exposures under any Tranche on any day shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, within three Business Days, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable BorrowerBorrower shall notify the Applicable Agent (and, or in the Company case of prepayment of a Swingline Loan, the Swingline Lender) by a facsimile notice signed by a Financial Officer on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) Borrower of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency BorrowingLIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.than

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (but subject to prior notice in accordance with paragraph (d) Section 2.15), subject to the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.10. (b) If In the event and on each occasion that the aggregate Revolving Exposures shall exceed the aggregate Revolving Commitments, then the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph clause (d) of this SectionSection 2.10. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lenders) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.1:00 p.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.2:00 p.m., New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; , provided that, if a notice of optional prepayment of any Loans is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a portion of any Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless that the applicable Borrowers and Lenders shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans Loan or Contract Loans may be prepaid only with Negotiated Rate Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If If, on any Revaluation Date, the aggregate Exposures shall exceed Total Credit Exposure exceeds 105% of the aggregate total Commitments, then the Company shall, not later than the third Business Day after the Company receives notice thereof from the Administrative Agent, prepay, or cause one or more of the other Borrowers to prepay, without penalty or premium (i) on subject to Section 2.15), one or more Borrowings in an aggregate amount sufficient to reduce the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in Total Credit Exposure to an amount not exceeding the event ABR Borrowings shall be outstanding, total Commitments; provided that the applicable Borrowers shall not be required to prepay any Competitive Loans in an amount equal or Negotiated Rate Loans pursuant to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicablethis paragraph. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lenders) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in Dollars or a Eurocurrency U.S. Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing or ABR U.S. Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. The Company shall notify the Administrative Agent and X.X. Xxxxxx Europe Limited by telephone (confirmed by telecopy) of any prepayment hereunder of a Eurocurrency Revolving Borrowing denominated in any Alternative Currency, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent or X.X. Xxxxxx Europe Limited, as applicable, shall advise the Revolving Lenders of the contents thereof. Promptly following receipt of any such notice relating to a U.S. Borrowing, the Administrative Agent shall advise the U.S. Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing or U.S. Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing or U.S. Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing or U.S. Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers Section and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.13. (b) If In the aggregate Exposures shall exceed event and on each occasion that the aggregate Commitments, Aggregate Exposure exceeds the Aggregate Commitment then in effect (i) on the last day including as a result of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date reduction in the event ABR Borrowings shall be outstandingCommitments pursuant to Section 2.06), the applicable Borrowers Borrower shall promptly prepay Loans Borrowings in an aggregate amount equal to the lesser of (A) the amount necessary sufficient to eliminate such excess (after giving effect excess. If the Borrower fails to any other make such prepayment of Loans on such day) and (B) within three Business Days, the amount Agent shall, subject in each event to the terms of the applicable NBA Consent Letter, and is hereby authorized and directed by the Borrower to, without the necessity of any further approval or authorization of the Borrower, apply amounts then on deposit in the Collection Account to prepay Borrowings referred in an aggregate amount sufficient to in clause (i) or (ii), as applicableeliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile or electronic transmission) of any optional prepayment of a Borrowing and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a Eurocurrency EurocurrencyTerm Benchmark Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an RFR Borrowing, not later than 11:00 a.m., New York City time, five Business Days before the date of prepayment or (iiiii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.10.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (de) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate CommitmentsExcept for Overadvances permitted under Section 2.05, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, and on such occasion that the applicable Borrowers shall prepay Loans in an amount equal to total Revolving Exposure exceeds the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and aggregate Revolving Commitments or (B) the Borrowing Base, the Borrower shall first, prepay the Revolving Loans and/or Swingline Loans and, second, after all outstanding Loans have been prepaid, cash collateralize outstanding LC Exposure, in an aggregate amount of the applicable Borrowings referred equal to in clause (i) or (ii), as applicablesuch excess. (c) Prior to In the event and on each occasion that any optional Net Proceeds are received by or mandatory prepayment on behalf of Borrowings hereunderany Loan Party in respect of any Prepayment Event, the applicable Borrower shall select shall, immediately after such Net Proceeds are received by any Loan Party, prepay the Borrowing or Borrowings Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to be prepaid and shall specify such selection in the notice 100% of such prepayment pursuant to paragraph (d) of this SectionNet Proceeds. (d) All such amounts pursuant to Section 2.11(c) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swing Line Loans) without a corresponding reduction in the Revolving Commitment. (e) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyfacsimile) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 10:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 10:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.2.13. 509265-1423-11080-10355930

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The respective Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)) but subject to break funding payments required by Section 2.16, subject to prior notice in accordance with paragraph (d) the provisions of this SectionSection 2.11(a); provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the The applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingBorrowing or any Borrowing of CDOR Loans, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the applicable Tranche prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more events specified therein, in which case such notice may be revoked by each applicable Borrower by notice to the Administrative Agent on or prior to the specified effective date if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Borrowers and each mandatory prepayment of a Term Loan Borrowing shall be applied as directed by the Borrowers (subject to Section 2.11(d)). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16. (b) If at any time, (i) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Multicurrency Tranche Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds 105% of the aggregate Multicurrency Tranche Commitments, (ii) the sum of the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure (calculated as of the most recent Computation Date) exceeds 105% of the aggregate Non-USD Multicurrency Tranche Sublimit or (iii) for any other reason, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures of any Class (so calculated) exceeds the aggregate Commitments of such Class, the Borrowers shall in each case immediately repay the applicable Borrowings or Cash Collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) of each Class to be less than or equal to the aggregate Commitments of such Class (or, in the case of preceding clause (ii), cause the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure to be less than or equal to the Non-USD Multicurrency Tranche Sublimit). (1) In the event and on each occasion that any Net Proceeds are received by or on behalf of Parent or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrowers shall, within five (5) Business Days after such Net Proceeds are received, prepay (x) the Obligations and (y) Other Applicable Indebtedness (to the extent and if required by the terms of the documentation governing such Other Applicable Indebtedness), in each case, as set forth in Section 2.11(d)(i) below in an aggregate amount equal to 100% (with a step down to 50% (such step down, the “Asset Sale Step Down”) based upon the achievement of a Total Net Leverage Ratio of less than or equal to 4.00:1.00) of such Net Proceeds; provided that no prepayment shall be required pursuant to this clause (c) in connection with the receipt by or on behalf of Parent or any of its Restricted Subsidiaries of Net Proceeds of less than $5,000,000 in respect of any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Parent or any Restricted Subsidiary; provided, further, that in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if Parent shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Parent or its relevant Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Parent and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 360 day period (or committed to be applied by the end of the 360 day period and applied within 180 days after the end of such 360 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied, (2) in the event and on each occasion that any Borrower incurs, issues or obtains any Credit Agreement Refinancing Indebtedness (other than solely by means of extending or renewing then existing Credit Agreement Refinancing Indebtedness without resulting in any Net Proceeds), the Borrowers shall, on the date on which such Credit Agreement Refinancing Indebtedness is incurred, issued or obtained, prepay the applicable Refinanced Debt as set forth in Section 2.11(d)(ii) below in an aggregate amount equal to 100% of the Net Proceeds of such Credit Agreement Refinancing Indebtedness and (3) on each Excess Cash Payment Date the Borrowers shall prepay the Obligations as set forth in Section 2.11(d)(i) below in an amount equal to the Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the applicable fiscal year (but only if such amount exceeds $25,000,000 in the aggregate); provided that repayments of principal of Loans made as a voluntary prepayment pursuant to Section 2.11(a) (other than with the proceeds of long-term Indebtedness) (but in the case of a voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction to the Revolving Commitments in an amount equal to such prepayment) during the applicable fiscal year shall reduce on a dollar-for-dollar basis the amount of such mandatory repayment otherwise required on the applicable Excess Cash Payment Date pursuant to this clause (3). (d) Subject to Sections 2.11(e) and 2.11(f) below and except as set forth in the applicable Incremental Amendment, Extension Amendment and Refinancing Amendment, (i) all such amounts pursuant to Sections 2.11(c)(1) and 2.11(c)(3) shall be applied to each Class of Term Loans on a pro rata basis and to the scheduled payments of each such Class as directed by Parent (and absent such direction, in direct order of maturity); provided that, if at the time that prepayment would be required pursuant to Sections 2.11(c)(1) and 2.11(c)(3), Parent or any Restricted Subsidiary is required to prepay or offer to redeem or repurchase any Other Applicable Indebtedness pursuant to the terms of the documentation governing such Other Applicable Indebtedness with such amounts, then Parent or such Restricted Subsidiary may apply such amounts on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and such Other Applicable Indebtedness at such time) to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness; provided, further, that (A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, (C) the amount of prepayment of the Term Loans that would otherwise have been required pursuant to this clause (d) shall be reduced accordingly and (D) to the extent the holders of such Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof and (ii) all such amounts pursuant to Section 2.11(c)(2) shall be applied to prepay an aggregate principal amount of the applicable Refinanced Debt equal to the Net Proceeds of the applicable Credit Agreement Refinancing Indebtedness (and to the extent the applicable Refinanced Debt is not repaid in full, such Net Proceeds shall reduce the remaining scheduled principal repayments of such Refinanced Debt on a pro rata basis). (e) Notwithstanding any other provisions of this Section 2.11 to the contrary, with respect to any prepayment required pursuant to Section 2.11(c)(1), if at the time of such prepayment, the Restricted Subsidiary receiving the Net Proceeds (i) is prohibited, restricted or delayed by applicable local law from repatriating such Net Proceeds to Parent or the Borrowers, the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.11(c)(1) but may be retained by the applicable Restricted Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to Parent or the Borrowers, and once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 2.11(d) to the extent provided therein or (ii) cannot repatriate such funds to Parent or the Borrowers without (in the good faith determination of Parent) the repatriation of such Net Proceeds (or a portion thereof) that would otherwise be required to be applied pursuant to Section 2.11(c)(1) resulting in material adverse tax consequences, the Net Proceeds (or portion thereof) so affected may be retained by the applicable Restricted Subsidiary (Parent and the Borrowers hereby agreeing to cause the applicable Restricted Subsidiary to promptly use commercially reasonable efforts to take all actions within the reasonable control of Parent and the Borrowers that are reasonably required to eliminate such tax effects) until such time as such material adverse tax consequences would not apply to the repatriation thereof, at which time the mandatory prepayments otherwise required by Section 2.11(c)(1) with respect to such Net Proceeds shall be made. (f) The Borrowers shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.11(c)(1) or 2.11(c)(3) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage of each relevant Tranche of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the applicable Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.11(c)(1) or 2.11(c)(3) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount related to a prepayment under Section 2.11(c)(1) is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the and Term Loans (excluding the Applicable Percentage of Declining Term Lenders), as applicable). In the event that the Declined Prepayment Amount related to a prepayment under Section 2.11(c)(3) is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the Term Loans (excluding the Applicable Percentage of Declining Term Lenders), as applicable). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. (New York time) one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrowers. For the avoidance of doubt, the Borrowers may, at their option, apply any amounts retained in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.11(a) above.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless that the applicable Borrowers and Lenders Borrower shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Loan without the prior consent of the Lenders making Lender that made such LoansLoan. (b) If the aggregate total US Dollar Tranche Revolving Exposures or the total Multicurrency Tranche Revolving Exposures shall at any time exceed the aggregate total US Dollar Tranche Revolving Commitments or Multicurrency Tranche Revolving Commitments, respectively, then (i) on the last day of any Interest Period applicable to any LIBO Rate Revolving Borrowing of the applicable Class and (ii) on any other date in the event any ABR Revolving Borrowing of the applicable Class shall be outstanding, the Borrower shall prepay US Dollar Tranche Revolving Loans or Multicurrency Tranche Revolving Loans of the applicable Type in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, after giving effect to any repayments required by the immediately preceding sentence, the total Revolving Exposures and the total Competitive Loan Exposures shall at any time exceed the total Revolving Commitments, then (i) on the last day of any Interest Period for applicable to any Eurocurrency Borrowing, LIBO Rate Revolving Borrowing and (ii) on any other date in the event any ABR Borrowings Revolving Borrowing shall be outstanding, the applicable Borrowers Borrower shall prepay Revolving Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any date, the total US Dollar Tranche Revolving Exposures or the total Multicurrency Tranche Revolving Exposures shall exceed 105% of the total US Dollar Tranche Revolving Commitments or Multicurrency Tranche Revolving Commitments, respectively, then the Borrower shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Borrowings of the applicable Class in an aggregate principal amount sufficient to eliminate such excess. If, on any date after giving effect to any prepayments required by the immediately preceding sentence, the sum of the total Revolving Exposures and the total Competitive Loan Exposures shall exceed 105% of the total Revolving Commitments, then the Borrower shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Borrowings in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Applicable Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopyfax) or by fax of any optional prepayment of a Borrowing and, to the extent practicable, mandatory prepayment hereunder (i) in the case of a Eurocurrency BorrowingLIBO Rate Borrowing denominated in US Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of a Borrowing denominated in a Alternative Currency, not later than 11:00 a.m., London time, four Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment or (iv) in the case of prepayment of a Swingline Loan made by JPMCB, not later than 4:00 p.m., New York City time, on the date of prepayment or, in the case of prepayment of a Swingline Loan made by any other Swingline Lender, not later than 3:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Class and Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.15.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to voluntarily prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (db) For purposes of complying with Section 6.04(c)(ii) or for any other reason, the Borrower may at any time make an offer to prepay Loans by notifying the Administrative Agent by telephone (confirmed by telecopy) of (i) the amount of the Loans subject to such prepayment offer and (ii) the date (which shall not be sooner than five Business Days after the date on which such notice is delivered) before which each Lender shall be entitled to elect, by written notice to the Administrative Agent, to receive a prepayment of its Loan in an amount equal to such Lender's ratable share of such prepayment amount based on the respective outstanding Loans of the Lenders. Promptly following receipt of any such notice from the Borrower, the Administrative Agent shall advise the Lenders of such prepayment offer. Within three Business Days of the Prepayment Election Date, the Borrower shall prepay such Loans as the Lenders shall have elected to have prepaid in accordance with the foregoing (and no prepayment shall be required in respect of amounts offered to Lenders who did not elect to accept a prepayment). (c) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder under paragraph (a) or (b) above (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.3:00 p.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing under paragraph (a) shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.09.

Prepayment of Loans. (a) Any Borrower, or the The Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the aggregate event and on such occasion that the sum of the Revolving Exposures shall exceed exceeds the aggregate total Revolving Commitments, then the Company shall prepay Revolving Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.04(k)) in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower Company shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.07. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (ba) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (cb) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (dc) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.10(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.10(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Borrowing, in whole or in part, without premium or penalty (subject, in the case of any prepayment of a Eurodollar Borrowing, to Section 2.16), subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If On the aggregate Exposures date of any termination of the Commitments, the Borrower shall repay or prepay all outstanding Borrowings. If, as a result of any partial reduction of the Commitments, the total Aggregate Exposure would exceed the aggregate CommitmentsAggregate Commitments after giving effect thereto, then (i) the Borrower shall, on the last day date of any Interest Period for any Eurocurrency Borrowingsuch reduction, and (ii) on any other date in the event ABR repay or prepay Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of any prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City Los Angeles, California time, three (3) Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City Los Angeles, California time, one (1) Business Day before the date of such prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., Los Angeles, California time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprovided, that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments by any amounts required to be paid pursuant to Section 2.142.16 in connection with such prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Revolving Credit Exposures under any Tranche shall exceed the aggregate CommitmentsCommitments under such Tranche, then (i) on the last day of any Interest Period for any Eurocurrency LIBOR Borrowing or EURIBOR Borrowing, and the last day of any Contract Period for any BA Drawing, under such Tranche and (ii) on any each other date in the event on which any ABR Borrowings Revolving Borrowing or Canadian Prime Rate Borrowing shall be outstandingoutstanding under such Tranche, the applicable Borrowers shall prepay Loans under such Tranche in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans or payment of BAs on such day) and (B) the amount of the applicable Revolving Borrowings or BA Drawings referred to in clause (i) or (ii), as applicable. If the aggregate amount of the Revolving Credit Exposures under any Tranche on any day shall exceed 105% of the aggregate Commitments under such Tranche, then the applicable Borrowers shall, within three Business Days, prepay one or more Borrowings under such Tranche in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or Borrower shall notify the Company Applicable Agent by a fax notice signed by a Financial Officer on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) Borrower of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency BorrowingLIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of such prepayment and (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (ii) in the case of a LIBOR Borrowing denominated in Sterling or a EURIBOR Borrowing, not later than 11:00 a.m., Local Time, three Business days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before on the date of such prepayment and (d) in the case of a Canadian Prime Rate Borrowing, not later than 11:00 a.m., Local Time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked or extended if such notice of termination is revoked or extended in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Applicable Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower (including any Borrowing under a Swingline Loan) in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless the applicable Borrowers that each such prepayment shall be in an amount that is an integral multiple of $1,000,000 and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loansnot less than $1,000,000. (b) If In the event and on each occasion that the aggregate Revolving Credit Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers Borrower shall prepay Loans or Swingline Loans (or, if no such Borrowings are outstanding, deposit cash collateral in an amount equal account with the Administrative Agent pursuant to the lesser of (ASection 2.04(j)) the in an aggregate amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior In the event that the Borrower or any of its Subsidiaries is required to prepay Indebtedness under the Note Purchase Agreements as a result of a sale, transfer or disposition of any optional property, real, personal or mandatory prepayment mixed, the Borrower or such Subsidiary shall prepay, on a pro rata basis (determined on the basis of Borrowings the aggregate outstanding principal amount of the Loans, Indebtedness under the Note Purchase Agreements and Indebtedness under the Term Loan Agreement at such time), the Loans hereunder, Indebtedness under the applicable Borrower shall select Note Purchase Agreements and Indebtedness under the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this SectionTerm Loan Agreement. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three two Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.07. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11.

Prepayment of Loans. (a) Any Borrower, or Prior to the Company on behalf of any Borrower, Maturity Date the Borrower shall have the right at any time and from time to time to prepay any Revolving Credit Borrowing, or, with the consent of the particular Bank or Banks to receive the prepayment, any Competitive Borrowing of (which consent may be withheld in such Borrower Bank's or Banks' sole discretion), in whole or in part, subject to the requirements of Section 2.17 and 2.18 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 noon, New York City time, at least one Business Day prior to such prepayment in accordance with paragraph the case of an ABR Loan and at least three Business Days prior to such prepayment in the case of a LIBOR Loan or Fixed Rate Loan; provided, however, that each such partial prepayment shall be in a minimum aggregate principal amount of $5,000,000 (dor the Dollar Equivalent thereof) and, in the case of a Borrowing denominated in Dollars, an integral multiple of $1,000,000. In all instances under this Section; provided thatAgreement, unless each payment and prepayment of any Loan shall be made in the applicable Borrowers and Lenders shall have otherwise agreed at the time currency in which such Loans were Loan was made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans.. D5 (b) If On the date of any termination or reduction of the Total Commitment pursuant to Section 2.12, the Borrower shall pay or prepay so much of the Revolving Credit Loans as shall be necessary in order that the aggregate Credit Exposures shall will not exceed the aggregate CommitmentsTotal Commitment following such termination or reduction. Subject to the foregoing, then any such payment or prepayment shall be applied to such Borrowing or Borrowings as the Borrower shall select. All prepayments under this Section 2.13(b) shall be subject to Sections 2.17 and 2.18. (ic) on On the earlier of any Reset Date or the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in when the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess aggregate Credit Exposures (after giving effect to any other prepayment of Loans Borrowings effected on such daydate) and (B) exceed the amount of Total Commitment, the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or Borrower shall make a mandatory prepayment of Borrowings hereunder, the applicable Borrower Revolving Credit Loans in such amount as may be necessary to eliminate such excess. Any prepayments required by this paragraph shall select be applied to outstanding ABR Loans up to the Borrowing or Borrowings full amount thereof before they are applied to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Sectionoutstanding LIBOR Revolving Credit Loans. (d) The applicable Borrower, or Each notice of prepayment shall specify the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency specific Borrowing, not later than 11:00 a.m.the prepayment date and the aggregate principal amount of each Borrowing to be prepaid and the currency thereof, New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower to prepay such Borrowing by the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.13 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower under the Revolving Facility in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) requirements of this Section. (db) The applicable Borrower, or In the Company event and on behalf such occasion that the aggregate Revolving Exposures exceed 100% of the applicable Borroweraggregate Revolving Commitments, the Borrower shall immediately prepay Revolving Loans (or, if no such Borrowings are outstanding, Cash Collateralize Letters of Credit pursuant to Section 2.05(e)) in an aggregate amount equal to the amount by which such Revolving Exposures exceed the aggregate Revolving Commitments; provided that if such excess results from fluctuations in the Dollar Equivalent of Loans denominated in Euros, Sterling or any other Alternative Currency and such excess is less than 5% of the Revolving Commitments, no such prepayment of Revolving Loans shall be required. (c) In connection with any optional prepayment pursuant to Section 2.09(a), the Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyany approved form of electronic communication or otherwise in writing) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingEurocurrencyTerm SOFR Borrowing denominated in Dollars, not later than 11:00 a.m., 1:00 p.m. (New York City time, ) three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of a EurocurrencyRFR Borrowing or EURIBOR Rate Borrowing denominated in an Alternative Currency, not later than 1:00 p.m. (New York City time) four Business Days before the date of prepayment or (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., 3:00 p.m. (New York City time, one Business Day before ) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or Borrowings or portion thereof to be prepaid; provided that, if that a notice of optional prepayment may state that such notice is given conditional upon the occurrence of an event specified therein, in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to 1:00 p.m. (New York City time) on the specified date) if such condition is not satisfied; provided, further, that each such notice of termination is revoked must be in accordance with Section 2.08(c)a form reasonably acceptable to the Administrative Agent. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.03(a), except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that during the continuance of an Event of Default, each prepayment shall be applied pro rata. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.11, except in the case of partial prepayment of ABR Loans, which interest shall be payable on the next scheduled interest payment date.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate total Revolving Exposures shall at any time exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall immediately prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) ). If, on any date, the total Revolving Exposures denominated in Alternative Currencies shall exceed an amount equal to 102% of the applicable Alternative Currency Sublimit, then the Borrowers shall, not later than the third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Borrowings referred in an aggregate principal amount sufficient to in clause (i) or (ii), as applicableeliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyhand delivery or fax or any other form approved by the Administrative Agent and such Borrower, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) of any optional prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency LIBOR Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of prepayment, or, in each case, such prepaymentshorter period of time as is acceptable to the Administrative Agent in its sole discretion. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided provided, that, if a notice of optional prepayment is given in connection with a conditional notice of termination or reduction of the aggregate Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay prepay, without penalty, any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were madesubject to Section 2.15, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loansif applicable. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Parent Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Term SOFR Borrowing, not later than 11:00 a.m., New York City Boston, Massachusetts time, three (3) Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing or Daily SOFR Borrowing, not later than 11:00 a.m., New York City Boston, Massachusetts time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case is an integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$50,000. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.12. (c) In connection with the prepayment of any portion of the Loan prior to the expiration of the Interest Period applicable thereto, the Borrowers shall also pay any applicable expenses pursuant to Section 2.15. (d) If, (i) on any day, the Revolving Principal Obligation exceeds the Available Revolving Amount, (ii) on any day prior to the Collateral Termination Date, the Total Exposure exceeds the Borrowing Base, or (iii) on any day from and after the Collateral Termination Date, the Total Unsecured Indebtedness exceeds the Borrowing Base, then, in each case, Borrowers shall pay within two (2) Business Days after demand such excess to Administrative Agent, for the benefit of the Secured Parties, in immediately available funds by prepaying Revolving Loans and Swing Line Loans, and if any portion of such excess still remains after prepaying the Outstanding Amount of all such Loans, Borrower shall Cash Collateralize the Letter of Credit Obligations and/or prepay Term Loans in the amount of such excess. The Borrowers acknowledge that on the Sixth Amendment Effective Date, the Revolving Principal Obligation exceeds the Available Revolving Amount by an amount equal to $150,889,203 (the “Existing Overadvance”). Notwithstanding anything to the contrary in this paragraph, the Borrowers shall not be required to prepay the Existing Overadvance until the earlier of (i) two (2) Business Days after demand by Administrative Agent at any time after the occurrence of an Event of Default arising after the Sixth Amendment Effective Date and (ii) break funding payments December 31, 2023. (e) As promptly as practicable (but in any event, no later than two (2) Business Days) after receipt thereof, until the Maximum Revolving Commitment has been permanently reduced to no more than $850,000,000, the Borrowers shall prepay the Loans in an amount equal to one hundred percent (100%) of the net proceeds (i) payable to any Credit Party or any of its Subsidiaries (after payment of usual and customary closing costs and expenses reasonably approved by Administrative Agent related to such capital event and reasonably approved by the Administrative Agent and repayment of any Indebtedness secured by such Real Property or other asset) generated by the sale, finance, refinance or other recapitalization of any Borrowing Base Property or any other Real Property owned directly or indirectly by any Subsidiary Borrower and (ii) payable to any Credit Party (after payment of usual and customary closing costs and expenses reasonably approved by Administrative Agent) in connection with the termination or unwinding of any Hedging Agreement that has been collaterally assigned to the Administrative Agent, for the benefit of the Secured Parties. Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(e) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (f) As promptly as practicable (but in any event, no later than two (2) Business Days) after receipt thereof, until the Maximum Revolving Commitment has been permanently reduced to no more than $850,000,000 but subject to Section 2.11(g) below, the Borrowers shall prepay the Loans and the Xxx X Bridge Obligations (in the order set forth below) in an amount equal to one hundred percent (100%) of the net proceeds from any capital event in respect of the Borrowers, the Parent, and their Subsidiaries or their assets (but excluding any Real Property owned by the Subsidiary Borrowers and any Real Property constituting collateral solely for the Xxx X Bridge Obligations or, if the Xxx X Bridge Agent has notified the Xxx X Bridge Borrowers (with a copy to the Administrative Agent) that a Xxx X Bridge Loan Event of Default has occurred and is continuing, the Common Collateral), including any net proceeds (i) payable to any Loan Party (after payment of usual and customary closing costs and expenses) generated by any Equity Offerings (except to the extent the Xxx X Bridge Agent has notified the Xxx X Bridge Borrowers (with a copy to the Administrative Agent) that a Xxx X Bridge Loan Event of Default has occurred and is continuing and for so long as such Xxx X Bridge Loan Event of Default continues), (ii) payable to any Credit Party or any of its Subsidiaries (after payment of usual and customary closing costs and expenses related to such capital event and repayment of any Indebtedness secured by such Real Property or other asset) generated by the sale, finance, refinance or other recapitalization of any Real Property or other asset owned directly or indirectly by Parent Borrower (but excluding any Real Property owned by the Subsidiary Borrowers and any Real Property constituting collateral (including through a pledge of the Equity Interests in the owner thereof) solely for the Xxx X Bridge Obligations or, if the Xxx X Bridge Agent has notified the Xxx X Bridge Borrowers (with a copy to the Administrative Agent) that a Xxx X Bridge Loan Event of Default has occurred and is continuing and for so long as such Xxx X Bridge Loan Event of Default continues, the Common Collateral), (iii) payable to any Credit Party (after payment of usual and customary closing costs and expenses) generated by the incurrence of any other Indebtedness (including any refinancings or replacements of existing Indebtedness, in each case, in accordance with the terms of Section 6.09 but excluding any additional borrowings hereunder or under the Xxx X Bridge) of Borrower, Guarantor, or any of its Subsidiaries after the date hereof; and (iv) payable to any Credit Party (after payment of usual and customary closing costs and expenses) in connection with the termination or unwinding of any Hedging Agreement that does not constitute Collateral (collectively, “Capital Events”). Amounts to be applied to the prepayment of the Loans and the Xxx X Bridge Obligations pursuant to any of the preceding subsections of this Section 2.142.11(f) shall be applied as follows: (i) first, until the aggregate amount of prepayments of Xxx X Obligations under this Section 2.11(f) (but not including any prepayments from net proceeds of the July 2023 Offering) shall equal $20,000,000, the Loans and the Xxx X Bridge Obligations shall be prepaid in equal amounts from such net proceeds (i.e. 50% of such net proceeds to each); and (ii) thereafter, 100% of such net proceeds shall be applied to prepay the Loans; provided that, notwithstanding anything to the foregoing (A) if the Xxx X Bridge Agent has notified the Xxx X Bridge Borrowers (with a copy to the Administrative Agent) that a Xxx X Bridge Loan Event of Default has occurred and is continuing and for so long as such Xxx X Bridge Loan Event of Default continues, any net proceeds from the Common Collateral (after payment of usual and customary closing costs and expenses related to such capital event) shall be applied as follows: (x) the net proceeds generated by the sale of any Real Property that constitutes Common Collateral (including a sale of the equity interests in any Subsidiary of Parent Borrower (other than the Subsidiary Borrowers)) with an aggregate Closing Date Value of $100,000,000, first, 100% to prepay the Xxx X Bridge Obligations until paid in full, and thereafter, 100% to prepay the Loans; (y) the net proceeds generated by the sale of any other Real Property that constitutes Common Collateral (including a sale of the equity interests in any Subsidiary of Parent Borrower (other than the Subsidiary Borrowers)), 100% to prepay the Loans until paid in full, and thereafter, 100% to prepay the Xxx X Bridge Obligations; and (z) with respect to any proceeds generated by finance, refinance or other monetization (including recapitalization but excluding any sale) of any Real Property constituting Common Collateral or any other Common Collateral, first, 100% to prepay the Xxx X Bridge Obligations in full and thereafter 100% of such net proceeds to prepay the Obligations (it being agreed that if no Xxx X Bridge Loan Event of Default exists, proceeds from the Common Collateral shall be applied as set forth in subclauses (i) and (ii) above); and (B) the net proceeds from the July 2023 Offering shall be applied as follows: (i) first, $20,000,000 shall be deposited into the Cash Collateral Reserve Account to be administered in accordance with Section 5.21 and (ii) then, the remaining amount of net proceeds shall be applied to prepay the Loans and the Xxx X Bridge Obligations in equal amounts (i.e. 50% of such remaining net proceeds to each). Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(f) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (g) No later than twelve (12) Business Days after the end of each calendar quarter with respect to which Liquidity is $15,000,000 or greater as of the last day of such quarter, the Borrowers shall prepay Loans under this Agreement in an amount equal to the Excess Cash Flow for such quarter until such time as the Revolving Principal Obligation has been reduced to $850,000,000. Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(g) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (h) Notwithstanding anything herein to the contrary, until such time as the Revolving Principal Obligation has been reduced to $850,000,000, the Borrowers shall, from time to time, prepay Loans under this Agreement in an amount such that when added to the prepayments made under Section 2.11(e), (f), and (g) (but excluding any prepayments from proceeds of the July 2023 Offering), the aggregate amount of prepayments shall be not less than $10,000,000 per month, measured on a cumulative basis as of the last day of each full calendar month from and after the Sixth Amendment Effective Date. Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(h) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (i) Notwithstanding anything herein to the contrary, and in addition to any other prepayments required under this Section 2.11, the Borrowers shall, from time to time, permanently reduce the Maximum Revolving Commitment in accordance with Section 2.09 such that, on and after each date listed in the table below, the Maximum Revolving Commitment shall not exceed the amount set forth across from such date in the table below, and on each such date when the Maximum Revolving Commitment is reduced, the Borrowers shall prepay the Loans in an amount necessary so that the Principal Obligation shall not exceed the Maximum Commitment on such date (after giving effect to such reduction in the Maximum Revolving Commitment): (j) (e) March 31, 2024 $1,000,000,000 September 30, 2024 $850,000,000.00 (k) Amounts to be applied to the prepayment of the Loans pursuant to any of the preceding subsections of this Section shall be applied, first, to reduce outstanding ABR Loans and next, to the extent of any remaining balance, to reduce outstanding SOFR Loans. Within the limits of each Lender’s Commitment and, subject to the terms and conditions of this Agreement, during the Availability Period the Borrowers may prepay Loans under this Section 2.11 and reborrow under Section 2.01.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate total Revolving Credit Exposures shall exceed the aggregate total Commitments, then (i) if any Revolving Borrowings or Swingline Loans are outstanding, (A) on the last day of any Interest Period for any Eurocurrency Borrowing, LIBOR Revolving Borrowing or EURIBOR Revolving Borrowing and (iiB) on each other day on which any other date in the event ABR Borrowings Revolving Borrowing or Swingline Loan shall be outstanding, the applicable Borrowers shall prepay Revolving Borrowings, and Swingline Loans in an aggregate amount equal to the lesser of (Ax) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (By) the amount of the applicable Borrowings referred to in clause (iA) or (iiB), as applicable, and (ii) if no Revolving Borrowings or Swingline Loans are outstanding, deposit US Dollars as cash collateral in an account with the Administrative Agent pursuant to Section 2.05(i) in an aggregate amount equal to the lesser of (A) the amount equal to such excess and (B) the aggregate amount of the LC Exposures. If the total Revolving Credit Exposure on the last day of any month shall exceed 105% of the total Commitments, then the Borrowers shall, not later than the next Business Day, prepay one or more Revolving Borrowings or Swingline Loans (and, if no Revolving Borrowings or Swingline Loans are outstanding, deposit US Dollars as collateral in an account with the Administrative Agent pursuant to Section 2.05(i)) in the amount necessary to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable BorrowerBorrower shall notify the Administrative Agent (and, or in the Company case of prepayment of a Swingline Loan, the Swingline Lender) by a written notice signed by a Financial Officer on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) Borrower of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency BorrowingLIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of such prepayment and (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (ii) in the case of a LIBOR Borrowing denominated in an ABR Alternative Currency or a EURIBOR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one three Business Day Days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable), (iii) in the case of an ABR Revolving Borrowing, not later than 12:00 noon, New York City time, on the date of such prepayment and (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.2.08

Prepayment of Loans. (ai) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right (and no Lender may decline to receive) at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (subject to prior notice in accordance with paragraph (d) of this Sectionthe immediately succeeding proviso); provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were madesolely with respect to a voluntary prepayment under this Section 2.11(a)(i), Competitive Loans or Contract Loans may be prepaid only with the consent respect to any voluntary prepayment of the Lenders making such Term Loans. (b, whether the relevant prepayment or refinancing, as applicable, occurs before or after an Event of Default pursuant to Sections 7.01(h) If the aggregate Exposures shall exceed the aggregate Commitments, then or (i) on or an acceleration of the last day Term Loans (x) prior to the twelve month anniversary of any Interest Period the Effective Date, the Borrowers shall pay to the Administrative Agent, for any Eurocurrency Borrowingthe ratable account of each of the applicable Lenders the Make-Whole Amount in respect of the aggregate principal amount of the Loans so prepaid, repaid or refinanced and (iiy) on any other date in or after the event ABR Borrowings shall be outstandingtwelve month anniversary of the Effective Date but on or prior to the eighteen-month anniversary of the Effective Date, the applicable Borrowers shall prepay Loans in pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, an amount equal to 4% of the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the aggregate amount of the applicable Borrowings referred Term Loans prepaid (this clause (y), the “Prepayment Premium”). For the avoidance of doubt, no prepayment premium shall be payable hereunder in connection with any prepayment or refinancing of any Loan (whether the relevant prepayment or refinancing, as applicable, occurs before or after an Event of Default pursuant to in clause Sections 7.01(h) or (i) or an acceleration of the Loans) on or after the eighteen-month anniversary of the Effective Date. (ii) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrowers may prepay the outstanding Term Loans on the following basis: (A) The Borrowers shall have the right to make a voluntary prepayment of Term Loans in cash at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to the Borrowers Offer of Specified Discount Prepayment, Borrowers Solicitation of Discount Range Prepayment Offers or Borrowers Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(ii); provided that (x) the Borrowers shall not make any Borrowing of Revolving Loans to fund any Discounted Term Loan Prepayment and (y) the Borrowers shall not initiate any action under this Section 2.11(a)(ii) in order to make a Discounted Term Loan Prepayment with respect to any Class unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment with respect to such Class as a result of a prepayment made by the Borrowers on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrowers were notified that no Term Lender was willing to accept any prepayment of any Term Loan and/or Other Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency BorrowingBorrowers Solicitation of Discounted Prepayment Offers, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and the Borrowers’ election not to accept any Solicited Discounted Prepayment Offers. (ii1) Subject to the proviso to subsection (A) above, the Borrowers may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with three (3) Business Days’ notice in the case form of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of a Specified Discount Prepayment Notice; provided that (I) any such prepayment. Each such notice offer shall be irrevocable and made available, at the sole discretion of the Borrowers, to each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the prepayment date aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the principal amount specific percentage discount to par (the “Specified Discount”) of each Borrowing or portion thereof such Term Loans to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be revoked if offered with respect to different tranches of Term Loans and, in such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any an event, each such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall offer will be in an amount that would be permitted in the case of an advance of treated as a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably separate offer pursuant to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.terms of this Section),

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower any Class in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans without premium or Contract Loans may be prepaid only with the consent of the Lenders making such Loanspenalty. (b) If In the event and on each occasion that the aggregate Revolving Exposures shall exceed the aggregate Revolving Commitments, then the Borrower shall prepay Revolving Loan Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit Cash Collateral in an amount equal account with the Administrative Agent pursuant to the lesser of (ASection 2.05(j)) the in an aggregate amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings of any Class to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) Section 2.11(d). In the absence of this Sectiona designation by the Borrower as of the Type of Borrowing of any Class, the Administrative Agent shall make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.16. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder by telephone or delivering a Notice of a Borrowing hereunder Loan Prepayment; provided that, unless otherwise agreed by the Administrative Agent, such notice must be received (i) in the case of prepayment of a Eurocurrency EurodollarTerm SOFR Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment; provided, further, that each telephonic notice shall be confirmed promptly by hand delivery, facsimile or other electronic transmission to the Administrative Agent of a written Notice of Loan Prepayment signed by a Responsible Officer of the Borrower. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if that a notice of optional prepayment may state that such notice is given in connection with a conditional notice upon the effectiveness of termination other credit facilities or the receipt of the Commitments as contemplated by Section 2.08(c)proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, then in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments 2.13. At the Borrower’s election in connection with any prepayment pursuant to this Section 2.142.11, such prepayment shall not be applied to any Revolving Loan of a Defaulting Lender and shall be allocated ratably among the relevant non-Defaulting Lenders.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in partpart without premium or penalty but subject to break funding payments pursuant to Section 2.16, subject to prior notice in accordance with paragraph (d) the provisions of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (iiSection 2.11(a), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable . The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone written notice (confirmed promptly followed by telecopytelephonic confirmation of such request) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16. (b) In the event and on each occasion that any Net Cash Proceeds are received on or after the Funding Date by or on behalf of the Borrower or any of its Subsidiaries in respect of any Prepayment Event, the Borrower shall, within one (1) Business Day after such Net Cash Proceeds are received by the Borrower or any of its Subsidiaries, prepay the Obligations in an aggregate amount equal to 100% of such Net Cash Proceeds.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing and amounts owed in respect of such Borrower outstanding B/As in whole or in part, subject to prior notice in accordance with paragraph (d) of this SectionSection and payment of any amounts required under Section 2.16; provided that, unless that the applicable Borrowers and Lenders shall not have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Loan without the prior consent of the Lenders making such LoansLender thereof. (b) If In the aggregate event and on each occasion that the sum of the total Revolving Credit Exposures shall exceed plus the aggregate total Competitive Loan Exposures exceeds the total Commitments, then (i) on or the last day sum of the Revolving Credit Exposures under any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in Tranche exceeds the event ABR Borrowings shall be outstandingsum of the Commitments under such Tranche, the applicable Borrowers shall promptly prepay Loans Revolving Borrowings in an aggregate amount equal to the lesser of (A) the amount necessary sufficient to eliminate such excess (after giving effect to excess. If on any other prepayment of Loans on such day) and (B) Reset Date, the aggregate amount of the sum of the Revolving Credit Exposures under any Tranche exceeds 105% of the sum of the Commitments under such Tranche, then each applicable Borrower shall, not later than the next Business Day, prepay one or more Borrowings referred or amounts owing in respect of outstanding B/As in an aggregate amount sufficient to in clause (i) or (ii), as applicableeliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunderor amounts owing in respect of outstanding B/A Drawings, the applicable Borrower shall select the Borrowing or Borrowings and the B/A Drawing or B/A Drawings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Sectionbelow. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Applicable Agent by telephone (confirmed by telecopy) or by telecopy of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing or a Bill Xxxe Borrowing, not later than 11:00 a.m., New York City Local time, three Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, a Canadian Base Rate Borrowing or a B/A Drawing, not later than 11:00 a.m., New York City Local time, one on the Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof thereof, or amount owed in respect of an outstanding B/A Drawing or portion thereof, to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.09. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing or amounts owing in respect of a B/A Drawing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.022.02 or an acceptance and purchase of B/As as provided in Section 2.05. Each prepayment of a Revolving Borrowing or B/A Drawing shall be applied ratably to the Loans included in the prepaid BorrowingBorrowing or the B/As included in such B/A Drawing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and 2.13. (iie) break funding payments Amounts to be applied pursuant to this Section 2.14or Article VII to prepay or repay amounts to become due with respect to outstanding B/As shall be deposited in the Prepayment Account (as defined below). The Canadian Agent shall apply any cash deposited in the Prepayment Account allocable to amounts to become due in respect of B/As on the last day of their respective Contract Periods until all amounts due in respect of outstanding B/As have been prepaid or until all the allocable cash on deposit has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by a Borrower with the Canadian Agent and over which the Canadian Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (e). The Canadian Agent will, at the request of such Borrower, invest amounts on deposit in the Prepayment Account in short-term, cash equivalent investments selected by the Canadian Agent in consultation with such Borrower that mature prior to the last day of the applicable Contract Periods of the B/As to be prepaid; provided, however, that the Canadian Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if an Event of Default shall have occurred and be continuing. Such Borrower shall indemnify the Canadian Administrative Agent for any losses relating to the investments so that the amount available to prepay amounts due in respect of B/As on the last day of the applicable Contract Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments (which shall be for the account of such Borrower, to the extent not necessary for the prepayment of B/As in accordance with this Section), the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans and all amounts due hereunder has been accelerated pursuant to Article VII, the Canadian Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations in respect of Canadian Tranche Revolving Loans and B/As (and each Borrower hereby grants to the Canadian Agent a security interest in its Prepayment Account to secure such Obligations).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The respective Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)) but subject to break funding payments required by Section 2.16, subject to prior notice in accordance with paragraph (d) the provisions of this SectionSection 2.11(a); provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the The applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingBorrowing or any Borrowing of CDOR Loans, not later than 11:00 a.m., New York City timeLocal Time, three (3) Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the applicable Tranche prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more events specified therein, in which case such notice may be revoked by each applicable Borrower by notice to the Administrative Agent on or prior to the specified effective date if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied as directed by the Borrowers and each mandatory prepayment of a Term Loan Borrowing shall be applied as directed by the Borrowers (subject to Section 2.11(d)). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16. (b) If at any time, (i) solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal Dollar Amount of all of the Multicurrency Tranche Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds 105% of the aggregate Multicurrency Tranche Commitments, (ii) the sum of the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure (calculated as of the most recent Computation Date) exceeds 105% of the aggregate Non-USD Multicurrency Tranche Sublimit or (iii) for any other reason, the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures of any Class (so calculated) exceeds the aggregate Commitments of such Class, the Borrowers shall in each case immediately repay the applicable Borrowings or Cash Collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) of each Class to be less than or equal to the aggregate Commitments of such Class (or, in the case of preceding clause (ii), cause the aggregate principal Dollar Amount of all Non-USD Multicurrency Tranche Revolving Credit Exposure to be less than or equal to the Non-USD Multicurrency Tranche Sublimit). (1) In the event and on each occasion that any Net Proceeds are received by or on behalf of Parent or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrowers shall, within five (5) Business Days after such Net Proceeds are received, prepay (x) the Obligations and (y) Other Applicable Indebtedness (to the extent and if required by the terms of the documentation governing such Other Applicable Indebtedness), in each case, as set forth in Section 2.11(d)(i) below in an aggregate amount equal to 100% (with a step down to 50% (such step down, the “Asset Sale Step Down”) based upon the achievement of a Total Net Leverage Ratio of less than or equal to 4.00:1.00) of such Net Proceeds; provided that no prepayment shall be required pursuant to this clause (c) in connection with the receipt by or on behalf of Parent or any of its Restricted Subsidiaries of Net Proceeds of less than $5,000,000 in respect of any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Parent or any Restricted Subsidiary; provided, further, that in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if Parent shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that Parent or its relevant Restricted Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds, to consummate a Permitted Acquisition or to otherwise acquire (or replace or rebuild) real property, equipment or other tangible assets (excluding inventory) to be used in the business of Parent and/or its Restricted Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate; provided, further, that to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 360 day period (or committed to be applied by the end of the 360 day period and applied within 180 days after the end of such 360 day period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied, (2) in the event and on each occasion that any Borrower incurs, issues or obtains any Credit Agreement Refinancing Indebtedness (other than solely by means of extending or renewing then existing Credit Agreement Refinancing Indebtedness without resulting in any Net Proceeds), the Borrowers shall, on the date on which such Credit Agreement Refinancing Indebtedness is incurred, issued or obtained, prepay the applicable Refinanced Debt as set forth in Section 2.11(d)(ii) below in an aggregate amount equal to 100% of the Net Proceeds of such Credit Agreement Refinancing Indebtedness and (3) on each Excess Cash Payment Date the Borrowers shall prepay the Obligations as set forth in Section 2.11(d)(i) below in an amount equal to the Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the applicable fiscal year (but only if such amount exceeds $25,000,000 in the aggregate); provided that repayments of principal of Loans made as a voluntary prepayment pursuant to Section 2.11(a) (other than with the proceeds of long-term Indebtedness) (but in the case of a voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent accompanied by a voluntary reduction to the Revolving Commitments in an amount equal to such prepayment) during the applicable fiscal year shall reduce on a dollar-for-dollar basis the amount of such mandatory repayment otherwise required on the applicable Excess Cash Payment Date pursuant to this clause (3). (d) Subject to Sections 2.11(e) and 2.11(f) below and except as set forth in the applicable Incremental Amendment, Extension Amendment and Refinancing Amendment, (i) all such amounts pursuant to Sections 2.11(c)(1) and 2.11(c)(3) shall be applied to each Class of Term Loans on a pro rata basis and to the scheduled payments of each such Class as directed by Parent (and absent such direction, in direct order of maturity); provided that, if at the time that prepayment would be required pursuant to Sections 2.11(c)(1) and 2.11(c)(3), Parent or any Restricted Subsidiary is required to prepay or offer to redeem or repurchase any Other Applicable Indebtedness pursuant to the terms of the documentation governing such Other Applicable Indebtedness with such amounts, then Parent or such Restricted Subsidiary may apply such amounts on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and such Other Applicable Indebtedness at such time) to prepay the Term Loans and prepay, redeem or repurchase such Other Applicable Indebtedness; provided, further, that (A) any prepayment, redemption or repurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the portion of such prepayment amount allocated to such Other Applicable Indebtedness shall not exceed the amount required to be allocated to such Other Applicable Indebtedness pursuant to the terms thereof, (C) the amount of prepayment of the Term Loans that would otherwise have been required pursuant to this clause (d) shall be reduced accordingly and (D) to the extent the holders of such Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof and (ii) all such amounts pursuant to Section 2.11(c)(2) shall be applied to prepay an aggregate principal amount of the applicable Refinanced Debt equal to the Net Proceeds of the applicable Credit Agreement Refinancing Indebtedness (and to the extent the applicable Refinanced Debt is not repaid in full, such Net Proceeds shall reduce the remaining scheduled principal repayments of such Refinanced Debt on a pro rata basis). (e) Notwithstanding any other provisions of this Section 2.11 to the contrary, with respect to any prepayment required pursuant to Section 2.11(c)(1), if at the time of such prepayment, the Restricted Subsidiary receiving the Net Proceeds is prohibited, restricted or delayed by applicable local law from repatriating such Net Proceeds to Parent or the Borrowers, the portion of such Net Proceeds so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.11(c)(1) but may be retained by the applicable Restricted Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to Parent or the Borrowers, and once such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds will be promptly applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to Section 2.11(d) to the extent provided therein or (ii) cannot repatriate such funds to Parent or the Borrowers without (in the good faith determination of Parent) the repatriation of such Net Proceeds (or a portion thereof) that would otherwise be required to be applied pursuant to Section 2.11(c)(1) resulting in material adverse tax consequences, the Net Proceeds (or portion thereof) so affected may be retained by the applicable Restricted Subsidiary (Parent and the Borrowers hereby agreeing to cause the applicable Restricted Subsidiary to promptly use commercially reasonable efforts to take all actions within the reasonable control of Parent and the Borrowers that are reasonably required to eliminate such tax effects) until such time as such material adverse costs would not apply to the repatriation thereof, at which time the mandatory prepayments otherwise required by Section 2.11(c)(1) with respect to such Net Proceeds shall be made. (f) The Borrowers shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.11(c)(1) or 2.11(c)(3) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage of each relevant Tranche of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the applicable Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.11(c)(1) or 2.11(c)(3) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount related to a prepayment under Section 2.11(c)(1) is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the and Term Loans (excluding the Applicable Percentage of Declining Term Lenders), as applicable). In the event that the Declined Prepayment Amount related to a prepayment under Section 2.11(c)(3) is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the Term Loans (excluding the Applicable Percentage of Declining Term Lenders), as applicable). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. (New York time) one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrowers. For the avoidance of doubt, the Borrowers may, at their option, apply any amounts retained in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.11(a) above.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Revolving Borrowing of such Borrower in whole or in partpart without premium or penalty (but subject to Section 3.6), subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the aggregate Exposures shall exceed event of any partial reduction or termination of the aggregate Revolving Commitments, then (i) on at or prior to the last day date of any Interest Period for any Eurocurrency Borrowingsuch reduction or termination, the Administrative Agent shall notify the Borrower and the Lenders of the sum of the Revolving Credit Exposures after giving effect thereto and (ii) if such sum would exceed the lesser of (x) the total Revolving Commitments after giving effect to such reduction or termination and (y) the Borrowing Base Amount, then the Borrower shall, on the date of such reduction or termination, prepay Revolving Borrowings in an amount sufficient to eliminate such excess. (c) If on any other date in day the event ABR Borrowings shall be outstandingtotal Revolving Credit Exposures exceeds the Borrowing Base Amount, the applicable Borrowers shall Borrower shall, within one Business Day of such day, prepay the Revolving Loans in an amount equal to the lesser of (Ai) such excess and (ii) the amount necessary to eliminate total Revolving Credit Exposures. Until such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunderhas been prepaid, the applicable Borrower shall select not be entitled to borrow additional Revolving Loans or Swingline Loans or request the Borrowing issuance, extension, renewal or Borrowings to be prepaid and shall specify such selection in the notice amendment of such prepayment pursuant to paragraph (d) any Letter of this SectionCredit. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three two Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; , provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.5, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.5. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall under Section 2.7(a) shall, when added to the amount of each concurrent reduction of the Revolving Commitments and prepayment of Borrowings under such Sections, be in an amount that would be permitted in the case integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$500,000 and not less than $2,000,000. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.143.1.

Prepayment of Loans. (a) Any BorrowerThe Borrower shall prepay the Loans on each date specified, or and in the Company manner specified, in Section 2.7. In addition, (i) if on behalf any date the Total Exposure exceeds the Revolving Commitments in effect on such date, the Borrower shall on such date prepay Revolving Loans in an amount equal to such excess, and (ii) if on any date the LC Exposure exceeds the Revolving LC Sublimit in effect on such date, the Borrower shall on such date deposit cash collateral in an amount equal to 105% of any Borrower, such excess in the manner and on the terms set forth in Section 2.4(j). (b) The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.9. (bc) If In the aggregate Exposures event of any termination of all the Revolving Commitments, the Borrower shall exceed repay or prepay all outstanding Borrowings on the aggregate date of such termination. In the event of any partial reduction of the Revolving Commitments, then (i) on at or prior to the last day effective date of any Interest Period for any Eurocurrency Borrowingsuch reduction or termination, the Administrative Agent shall notify the Borrower and the Lenders of the aggregate Total Exposure after giving effect thereto and (ii) on any other date in if the event ABR Borrowings shall be outstanding, aggregate Total Exposure would exceed the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (aggregate Revolving Commitments after giving effect to any other prepayment such reduction or termination, then the Borrower shall, on the date of Loans on such day) and (B) the reduction or termination, prepay Borrowings in an amount of the applicable Borrowings referred sufficient to in clause (i) or (ii), as applicableeliminate such excess. (cd) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) Section 2.9(e), but, in any event, each prepayment of this SectionBorrowings shall be applied to prepay ABR Borrowings before any other Borrowings. (de) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid and, if in the case of a notice of optional prepayment is given in connection with mandatory prepayment, a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.08(c), then amount of such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.2, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.11, and (ii) break funding payments if any prepayment of a Eurodollar Loan is made on a date other than the last day of the Interest Period applicable to such Loan, the Borrower shall also pay all amounts owing pursuant to Section 2.142.13(e). (f) Any provision hereof to the contrary notwithstanding, from and after the date any Borrowing has been made in respect of a Permitted Acquisition, each prepayment of Revolving Loans hereunder shall be deemed to be applied, first, to Borrowings the proceeds of which were used for working capital purposes, until all such Borrowings have been repaid in full, and, second, to Borrowings made in respect of Permitted Acquisitions.

Prepayment of Loans. (a) Any BorrowerPrior to the Termination Date, or the Company on behalf of any Borrower, Borrower shall have the right at any time time, and from time to time time, to prepay any Borrowing of such Borrower Borrowing, in whole or in part, subject to the requirements of Section 2.18 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent (which shall promptly notify each applicable Lender) before 2:00 p.m. New York City time of at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan, and of at least three Working Days in the case of a LIBOR Loan; provided that, unless the applicable Borrowers and Lenders that each such partial prepayment shall have otherwise agreed at the time such Loans were made, Competitive Loans be in a minimum aggregate principal amount of $1,000,000 or Contract Loans may be prepaid only with the consent of the Lenders making such Loansa whole multiple in excess thereof. (b) If On any date when the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day sum of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess of the Exposure (after giving effect to any other Borrowings effected on such date) exceeds the Total Tranche A Commitment, the Borrower shall make a mandatory prepayment of the Loans on in such day) and (B) amount as may be necessary so that the aggregate Exposure after giving effect to such prepayment does not exceed the Total Tranche A Commitment then in effect. Any prepayments required by this paragraph shall be applied to outstanding ABR Loans up to the full amount of the applicable Borrowings referred thereof before they are applied to in clause (i) or (ii), as applicableoutstanding LIBOR Loans. (c) Prior From and after the Closing Date, the Borrower shall prepay the Loans within 15 Business Days following any date on which the Borrower is not in Borrowing Base Compliance to any optional or mandatory the extent necessary to cause Borrowing Base Compliance. If the Borrower is not in Borrowing Base Compliance after giving effect to the prepayment of Borrowings hereunderthe Loans as described in the prior sentence, the applicable Borrower shall select cash collateralize the Borrowing or Borrowings to be prepaid and shall specify such selection outstanding Letters of Credit in the notice of such prepayment pursuant manner contemplated by Section 2.24(h) to paragraph (d) of this Sectionthe extent necessary to cause Borrowing Base Compliance. (d) The applicable BorrowerEach notice of prepayment pursuant to this Section 2.14 shall specify the specific Borrowing(s), or the Company on behalf prepayment date and the aggregate principal amount of the applicable Borrowereach Borrowing to be prepaid, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower to prepay such Borrowing(s) by the principal amount of each Borrowing or portion thereof to be prepaidstated therein; provided that, that if a notice of optional prepayment is given in connection with a conditional notice of reduction or termination of the Commitments Tranche A Commitment, as contemplated by Section 2.08(c)2.13, then such notice of prepayment may be revoked if such notice of reduction or termination is revoked in accordance with Section 2.08(c)2.13. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in All prepayments under this Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.14 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 date of prepayment and (ii) break funding payments any amounts due pursuant to Section 2.142.18.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If If, on any date, the aggregate Exposures Aggregate Revolving Exposure shall exceed the aggregate CommitmentsAggregate Revolving Commitment, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, LIBOR Revolving Borrowing or EURIBOR Revolving Borrowing and (ii) on any other date in the event day on which any ABR Borrowings shall be Revolving Borrowing is outstanding, the applicable Borrowers shall prepay Revolving Loans in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Revolving Loans on such day) and (B) the amount of the applicable Revolving Borrowings referred to in clause (i) or (ii). If, as applicableon any date, the Aggregate Revolving Exposure shall exceed 105% of the Aggregate Revolving Commitment, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Revolving Borrowings (and, if no Revolving Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.20(n)) in an aggregate amount equal to the lesser of (1) the amount necessary to eliminate such excess and (2) the Aggregate Revolving Exposure. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the The applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, its behalf) shall notify the Administrative Agent by telephone (confirmed confirmed, with a copy to the Administrative Agent, by telecopyhand delivery or facsimile) or in writing of any optional prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m., Local Time, three Business Days before the date of prepayment, (ii) in the case of a LIBOR Borrowing denominated in an Alternative Currency or a EURIBOR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three four Business Days before the date of such prepayment and (iiiii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, that (A) if a notice of optional prepayment of Revolving Borrowings is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination is revoked in accordance with Section 2.08(c)2.06 and (B) a notice of optional prepayment of Term Borrowings may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and currency as provided in Section 2.022.02 (or, if less, the outstanding principal amount of the Loans). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.10.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate total Credit Exposures shall exceed the aggregate Commitmentstotal Revolving Commitments at any time, then (i) on the last day of if any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Revolving Loan Borrowings shall be are outstanding, within one Business Day the applicable Borrowers Borrower shall prepay Loans Revolving Loan Borrowings in an amount equal to the lesser of (A) the aggregate amount necessary to eliminate such excess (after giving effect to any other prepayment of Revolving Loans on such day) ), and (Bii) if no Revolving Loan Borrowings are outstanding, within one Business Day the Borrower shall deposit US Dollars as cash collateral in an account with the Administrative Agent pursuant to Section 2.05(i) in an aggregate amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableequal such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed a written notice signed by telecopy) a Financial Officer on behalf of the Borrower of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency SOFR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of such prepayment (or, in the case of a prepayment under paragraph (b) above, as soon thereafter as practicable) and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such that any notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each optional partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay prepay, without penalty, any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (db) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were madesubject to Section 2.15, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loansif applicable. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Parent Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Term SOFR Borrowing, not later than 11:00 a.m., New York City Boston, Massachusetts time, three (3) Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing or Daily SOFR Borrowing, not later than 11:00 a.m., New York City Boston, Massachusetts time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case is an integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$50,000. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.12. (c) In connection with the prepayment of any portion of the Loan prior to the expiration of the Interest Period applicable thereto, the Borrowers shall also pay any applicable expenses pursuant to Section 2.15. (d) If, on any day, the Revolving Principal Obligation exceeds the Available Revolving Amount, then, in each case, Borrowers shall pay within two (2) Business Days after demand such excess to Administrative Agent, for the benefit of the Secured Parties, in immediately available funds by prepaying Revolving Loans and Swing Line Loans, and if any portion of such excess still remains after prepaying the Outstanding Amount of all such Loans, Borrower shall Cash Collateralize the Letter of Credit Obligations in the amount of such excess. The Borrowers acknowledge that on the Sixth Amendment Effective Date, the Revolving Principal Obligation exceeds the Available Revolving Amount by an amount equal to $150,889,203 (the “Existing Overadvance”). Notwithstanding anything to the contrary in this paragraph, the Borrowers shall not be required to prepay the Existing Overadvance until the earlier of (i) two (2) Business Days after demand by Administrative Agent at any time after the occurrence of an Event of Default arising after the Sixth Amendment Effective Date and (ii) break funding payments December 31, 2023. (e) AsWithout limitation to Section 2.11(d), as promptly as practicable (but in any event, no later than two (2) Business Days) after receipt thereof, until the Maximum Revolving Commitment has been permanently reduced to no more than $850,000,000 in connection with the sale to an unaffiliated third-party of any Borrowing Base Property, the Borrowers shall prepay the Loans in an amount equal to the greater of (a) (i) one hundred percent (100%) of the net proceeds (i) payable to any Credit Party or any of its Subsidiaries (after payment of usual and customary closing costs and expenses reasonably approved by Administrative Agent related to such capital event and reasonably approved by the Administrative Agent and repayment of any Indebtedness secured by such Real Property or other assetrelated to such sale) generated by thesuch sale, finance, refinance or other recapitalization of any Borrowing Base Property or any other Real Property owned directly or indirectly by any Subsidiary Borrower and (ii) payable to any Credit Party until the Maximum Revolving Commitment has been permanently reduced to no more than $475,000,000 and (ii) after the Maximum Revolving Commitment has been permanently reduced to no more than $475,000,000, seventy five percent (75%) of such net proceeds (after payment of usual and customary closing costs and expenses reasonably approved by Administrative Agent) in connection with the termination or unwinding of any Hedging Agreement that has been collaterally assigned to the Administrative Agent, for the benefit of the Secured Partiesrelated to such sale) generated by such sale and (b) the amount of Loans required to be prepaid such that, after giving effect to such prepayment and the release of such Borrowing Base Property from the Borrowing Base in connection therewith, the Revolving Principal Obligation does not exceed the Available Revolving Amount. Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(e) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (f) AsWithout limitation to Section 2.11(d), as promptly as practicable (but in any event, no later than two (2) Business Days) after receipt thereof, until the Maximum Revolving Commitment has been permanently reduced to no more than $850,000,000 but subject to Section 2.11(g) below in connection with the Life Company Refinancing, the Borrowers shall prepay the Loans and the Xxx X Bridge Obligations (in the order set forth below) in an amount equal to one hundred percent (100%) of the net proceeds from any capital event in respect of the Borrowers, the Parent, and their Subsidiaries or their assets (but excluding any Real Property owned by the Subsidiary Borrowers and any Real Property constituting collateral solely for the Xxx X Bridge Obligations or, if the Xxx X Bridge Agent has notified the Xxx X Bridge Borrowers (with a copy to the Administrative Agent) that a Xxx X Bridge Loan Event of Default has occurred and is continuing, the Common Collateral), including any net proceeds (i) payable to any Loan Party (after payment of usual and customary closing costs and expenses) generated by any Equity Offerings (except to the extent the Xxx X Bridge Agent has notified the Xxx X Bridge Borrowers (with a copy to the Administrative Agent) that a Xxx X Bridge Loan Event of Default has occurred and is continuing and for so long as such Xxx X Bridge Loan Event of Default continues), (ii) payable to any Credit Party or any of its Subsidiaries (after payment of usual and customary closing costs and expenses related to such capital event and repayment of any Indebtedness secured by such Real Property or other asset) generated by the sale, finance, refinance or other recapitalization of any Real Property or other asset owned directly or indirectly by Parent Borrower (but excluding any Real Property owned by the Subsidiary Borrowers and any Real Property constituting collateral (including through a pledge of the Equity Interests in the owner thereof) solely for the Xxx X Bridge Obligations or, if the Xxx X Bridge Agent has notified the Xxx X Bridge Borrowers (with a copy to the Administrative Agent) that a Xxx X Bridge Loan Event of Default has occurred and is continuing and for so long as such Xxx X Bridge Loan Event of Default continues, the Common Collateral), (iii) payable to any Credit Party (after payment of usual and customary closing costs and expenses) generated by the incurrence of any other Indebtedness (including any refinancings or replacements of existing Indebtedness, in each case, in accordance with the terms of Section 6.09 but excluding any additional borrowings hereunder or under the Xxx X Bridge) of Borrower, Guarantor, or any of its Subsidiaries after the date hereof; and (iv) payable to any Credit Party (after payment of usual and customary closing costs and expenses) in connection with the termination or unwinding of any Hedging Agreement that does not constitute Collateral (collectively, “Capital Events”). Amounts to be applied to the prepayment of the Loans and the Xxx X Bridge Obligations pursuant to any of the preceding subsections of this Section 2.11(f) shall be applied as follows: (i) first, until the aggregate amount of prepayments of Xxx X Obligations under this Section 2.11(f) (but not including any prepayments from net proceeds of the July 2023 Offering) shall equal $20,000,000, the Loans and the Xxx X Bridge Obligations shall be prepaid in equal amounts from such net proceeds (i.e. 50% of such net proceeds to each); and (ii) thereafter, 100% of such net proceeds shall be applied to prepay the Loans; provided that, notwithstanding anything to the foregoing (A) if the Xxx X Bridge Agent has notified the Xxx X Bridge Borrowers (with a copy to the Administrative Agent) that a Xxx X Bridge Loan Event of Default has occurred and is continuing and for so long as such Xxx X Bridge Loan Event of Default continues, any net proceeds from the Common Collateral (after payment of usual and customary closing costs and expenses related to such capital event) shall be applied as follows: (x) the net proceeds generated by the sale of any Real Property that constitutes Common Collateral (including a sale of the equity interests in any Subsidiary of Parent Borrower (other than the Subsidiary Borrowers)) with an aggregate Closing Date Value of $100,000,000, first, 100% to prepay the Xxx X Bridge Obligations until paid in full, and thereafter, 100% to prepay the Loans; (y) the net proceeds generated by the sale of any other Real Property that constitutes Common Collateral (including a sale of the equity interests in any Subsidiary of Parent Borrower (other than the Subsidiary Borrowers)), 100% to prepay the Loans until paid in full, and thereafter, 100% to prepay the Xxx X Bridge Obligations; and (z) with respect to any proceeds generated by finance, refinance or other monetization (including recapitalization but excluding any sale) of any Real Property constituting Common Collateral or any other Common Collateral, first, 100% to prepay the Xxx X Bridge Obligations in full and thereafter 100% of such net proceeds to prepay the Obligations (it being agreed that if no Xxx X Bridge Loan Event of Default exists, proceeds from the Common Collateral shall be applied as set forth in subclauses (i) and (ii) above); and (B) the net proceeds from the July 2023 Offering shall be applied as follows: (i) first, $20,000,000 shall be deposited into the Cash Collateral Reserve Account to be administered in accordance with Section 5.21 and (ii) then, the remaining amount of net proceeds shall be applied to prepay the Loans and the Xxx X Bridge Obligations in equal amounts (i.e. 50% of such remaining net proceeds to each)the greater of (a) $282,000,000 and (b) the amount of Loans required to be prepaid such that, after giving effect to such prepayment and the release of all Borrowing Base Properties from the Borrowing Base in connection therewith, the Borrowing Base DSCR and Borrowing Base Interest Coverage Ratio shall not be lower than they were prior to such releases and the ratio of the Revolving Principal Obligation to Borrowing Base Value of the Borrowing Base Properties shall not be higher than it was prior to such releases. Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(f) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (g) NoWithout limitation to Section 2.11(d), as promptly as practicable (but in any event, no later than twelvetwo (122) Business Days after the end of each calendar quarter with respect to which Liquidity is $15,000,000 or greater as of the last day of such quarter) after receipt thereof in connection with any sale to any Person other than an unaffiliated third-party, finance, refinance or other recapitalization of any Borrowing Base Property other than the Life Company Refinancing, the Borrowers shall prepay the Loans under this Agreement in an amount equal to the Excess Cash Flow for such quarter until such time asgreater of (a) one hundred percent (100%) of the net proceeds payable to any Credit Party or any of its Subsidiaries (after payment of usual and customary closing costs and expenses related to such sale, finance, refinance or other recapitalization) generated by such sale, finance, refinance, or other capital event and (b) the amount of Loans required to be prepaid such that, after giving effect to such prepayment and the release of such Borrowing Base Property from the Borrowing Base in connection therewith, the Revolving Principal Obligation has been reduced to $850,000,000does not exceed the Available Revolving Amount. Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(g) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (h) Notwithstanding anything herein to the contrary, until such time as the Revolving Principal Obligation has been reduced to $850,000,000, the Borrowers shall, from time to time, prepay Loans under this Agreement in an amount such that when added to the prepayments made under Section 2.11(e), (f), and (g) (but excluding any prepayments from proceeds of the July 2023 Offering), the aggregate amount of prepayments shall be not less than $10,000,000 per month, measured on a cumulative basis as of the last day of each full calendar month from and after the Sixth Amendment Effective Date. Notwithstanding anything herein to the contrary, the Commitments shall be permanently reduced in accordance with Section 2.09 (without regard to any required minimum reduction amounts thereunder) concurrently with, and in the same amount as, any prepayment of Loans under this Section 2.11(h) until such time as the Maximum Revolving Commitment has been permanently reduced to $850,000,000. (a) Without limitation to Sections 2.11(d), (e), (f), and (g) above, if the activity report required pursuant to Section 2.145.01(f) for any month evidences that the aggregate amount of prepayments of Loans made under Sections 2.11(e), (f), and (g) during such month is less than the aggregate amount that would have been required during such month if the amount of such prepayments were calculated for such month pursuant to the transactions set forth in such activity report, the Borrowers shall make an additional prepayment of Loans in an amount equal to such deficiency as promptly as practicable (but in any event, no later than two (2) Business Days) after the date when the Borrowers are required under Section 5.01(f) to deliver such activity for the applicable month.

Prepayment of Loans. (a) Any BorrowerPrior to the Termination Date, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Revolving Credit Borrowing, in whole or in part, subject to the requirements of Section 2.17 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent (which shall promptly notify each Lender) before 2:00 p.m. New York City time of at least one Business Day in accordance with paragraph (d) the case of this Sectionan ABR Loan and of at least three Working Days in the case of a LIBOR Loan; provided that, unless that each such partial prepayment shall be in a minimum aggregate principal Dollar Equivalent Amount of $1,000,000 or a whole multiple in excess thereof. The Borrower shall not have the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Borrowing without the consent of the Lenders making such Loansrelevant Lender. (b) If On any date when the sum of the Dollar Equivalent Amount of the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay outstanding Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other Borrowings effected on such date) exceeds the Total Commitment, the Borrower shall make a mandatory prepayment of the Loans on in such day) and (B) amount as may be necessary so that the Dollar Equivalent Amount of the aggregate amount of outstanding Loans after giving effect to such prepayment does not exceed the applicable Borrowings referred Total Commitment then in effect. Any prepayments required by this paragraph shall be applied to in clause (i) or (ii), as applicableoutstanding ABR Loans up to the full amount thereof before they are applied to outstanding LIBOR Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Each notice of such prepayment pursuant to paragraph (d) this Section 2.13 shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of this Section. (d) The applicable Borrowereach Borrowing to be prepaid, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower to prepay such Borrowing(s) by the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.13 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 date of prepayment and (ii) break funding payments any amounts due pursuant to Section 2.142.17.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing and amounts owed in respect of outstanding B/As of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided PROVIDED, that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures of any Class shall exceed the aggregate CommitmentsCommitments of such Class, then (i) on the last day of any Interest Period for any Eurocurrency BorrowingBorrowing of such Class (or, in the case of the Canadian Commitments, the last day of any Contract Period for any B/A Drawing), and (ii) on any other date in the event ABR Borrowings or Canadian Base Rate Borrowings shall be outstandingoutstanding under such Class, the applicable Borrowers shall prepay Loans of such Class in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings or B/A Drawings referred to in clause (i) or (ii), as applicable. If, on any Reset Date, the aggregate amount of the Exposures of any Class shall exceed 105% of the aggregate Commitments of such Class, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings of such Class (or, in the case of the Canadian Commitments, amounts owing in respect of outstanding B/As) in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings or amounts owing in respect of outstanding B/A Drawings hereunder, the applicable Borrower shall select the Borrowing or Borrowings and B/A Drawings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Applicable Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing or amounts owing in respect of an outstanding B/A Drawing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of an ABR Borrowing, a Canadian Base Rate Borrowing or any amount owed in respect of an outstanding B/A Drawing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before the date of such prepayment and (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof thereof, or amount owed in respect of an outstanding B/A Drawing or portion thereof, to be prepaid; provided PROVIDED that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.10(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.10(c). Promptly following receipt of any such notice, the Administrative Applicable Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing or amounts owing in respect of a B/A Drawing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.in

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided PROVIDED, that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided PROVIDED that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.10(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.10(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 and (ii) break funding payments pursuant to Section 2.142.16.

Prepayment of Loans. (a) Any BorrowerSubject to Sections 2.10(d) and 2.15, or the Company on behalf of any Borrower, Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part; provided, subject to prior notice in accordance with that so long as any Tranche 1 Loans shall be outstanding, the Borrower shall not prepay any Borrowing of either Class under this paragraph (d) of this Section; provided that, unless it shall simultaneously and ratably prepay the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent corresponding Borrowing of the Lenders making such Loansother Class. (b) If In the aggregate Exposures event of the termination of the Commitments of any Class, the Borrower shall exceed the aggregate Commitments, then (i) prepay all outstanding Borrowings of such Class on the last day date of such termination. In the event of any Interest Period for reduction of the Commitments of any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstandingClass, the applicable Borrowers Borrower shall prepay Loans in an amount equal outstanding Borrowings to the lesser extent, if any, necessary so that, on the date of (A) the amount necessary to eliminate such excess (and after giving effect to any other prepayment of Loans on such day) and reduction, (Bi) the total Revolving Credit Exposures of such Class does not exceed the total Commitments of such Class, (ii) the total Revolving Credit Exposures of all Classes plus the aggregate principal amount of the applicable Borrowings referred to outstanding Competitive Loans does not exceed the total Commitments of all Classes and (iii) except for any prepayment under any Class in clause (i) or (ii)connection with a termination of the Commitments of such Class, as applicablethe Borrower shall not prepay any Borrowing of either Class under this paragraph unless it shall simultaneously and ratably prepay the corresponding Borrowing of the other Class. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.12. (d) The Borrower shall not have the right to prepay any Competitive Loan and (ii) break funding payments pursuant to Section 2.14shall not terminate or reduce the Commitments if such termination or reduction would require prepayment of any Competitive Loan.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.11. (b) If In the event and on such occasion that the aggregate Revolving Exposures shall exceed exceeds the aggregate Revolving Commitments, then the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit cash collateral in an account with the Collateral Agent pursuant to Section 2.05(j)) in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section[Reserved]. (d) [Reserved]. (e) [Reserved]. (f) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing prepay ment hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that, that if a notice of optional prepayment states that such notice is given in connection with a conditional notice conditioned on the effectiveness of termination other credit facilities or the consummation of the Commitments as contemplated by Section 2.08(c)any other event, then such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.08(c)not satisfied. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.13 but shall in no event include premium or penalty. (g) All Swap Agreements, if any, between Borrower and (ii) break funding payments pursuant any of the Lenders or their respective affiliates are independent agreements governed by the written provisions of said Swap Agreements, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of the Loans, except as otherwise expressly provided in said written Swap Agreements, and any payoff statement from the Lenders relating to Section 2.14the Loans shall not apply to said Swap Agreements except as otherwise expressly provided in such payoff statement.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the -------------------- right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the aggregate Exposures shall exceed event and on each occasion that any Net Proceeds are received by or on behalf of the aggregate CommitmentsBorrower or any Restricted Subsidiary in respect of any Prepayment Event, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Commitments shall be ratably reduced by an amount equal to such Net Proceeds and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers Borrower shall prepay Loans Borrowings in an aggregate amount equal to the lesser excess, if any, of (A) the amount necessary to eliminate such excess (sum of the Credit Exposures over the total Commitments after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicablereduction. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section; provided that each prepayment of Borrowings shall -------- be applied to prepay ABR Borrowings before any other Borrowings. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder, and of a Borrowing hereunder any reduction of the Commitments pursuant to paragraph (ib) in the case of a Eurocurrency Borrowingthis Section, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in or reduction, as the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepaymentmay be. Each such notice shall be irrevocable and shall specify (i) in the case of a prepayment, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprepaid or (ii) in the case of a reduction of Commitments, if the date of such reduction and a notice of optional prepayment is given in connection with a conditional notice of termination reasonably detailed calculation of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)amount thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments of Borrowings shall be accompanied by (i) the payment of accrued interest to on the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14amount prepaid.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the aggregate event and on such occasion that the sum of the Revolving Exposures shall exceed exceeds the aggregate total Available Commitments, then the Borrower shall prepay Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, immediately after such Net Proceeds are received, (i) on the last day of any Interest Period for any Eurocurrency Borrowingfirst, prepay Borrowings in an aggregate amount equal to such Net Proceeds and (ii) on second, to the extent of any other date in remaining Net Proceeds, apply such remaining Net Proceeds as required by Section 2.11(c) of the event ABR Existing Credit Agreement; provided that, notwithstanding the foregoing, no prepayment of Borrowings shall be outstanding, required pursuant to this paragraph in the applicable Borrowers shall prepay Loans in an amount equal to the lesser case of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans Net Proceeds received by or on such day) and (B) the amount behalf of the applicable Borrowings referred to Borrower or any Subsidiary in clause respect of any sale, transfer or other disposition of (i) the Publishing Assets, (ii) the ICTC Assets or (ii), as applicableiii) any Non-Core Assets. (cd) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section. (de) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one on the Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.08(d). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.13.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If If, on any date, the aggregate Exposures Aggregate Revolving Exposure shall exceed the aggregate CommitmentsAggregate Revolving Commitment, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Term SOFR Revolving Borrowing or EURIBOR Revolving Borrowing and (ii) on any other date in the event day on which any ABR Borrowings shall be Revolving Borrowing is outstanding, the applicable Borrowers shall prepay Revolving Loans in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Revolving Loans on such day) and (B) the amount of the applicable Revolving Borrowings referred to in clause (i) or (ii). If, as applicableon any date, the Aggregate Revolving Exposure shall exceed 105% of the Aggregate Revolving Commitment, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Revolving Borrowings (and, if no Revolving Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.20(n)) in an aggregate amount equal to the lesser of (1) the amount necessary to eliminate such excess and (2) the Aggregate Revolving Exposure. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the The applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, its behalf) shall notify the Administrative Agent by telephone (confirmed confirmed, with a copy to the Administrative Agent, by telecopyhand delivery or facsimile) or in writing of any optional prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency BorrowingTerm SOFR Borrowing denominated in US Dollars, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of prepayment, (ii) in the case of a XXXXX Borrowing, a EURIBOR Borrowing or any Borrowing denominated in an Alternative Currency, not later than 11:00 a.m., Local Time, four Business Days before the date of such prepayment and (iiiii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid; provided that, that if a notice of optional prepayment of Revolving Borrowings is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and currency as provided in Section 2.022.02 (or, if less, the outstanding principal amount of the Loans). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.10.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower Loans, in whole or in part, without premium or penalty (but in any event subject to subsection 2.18), upon prior written, telecopy or telephonic notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii)Agent given, as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency BorrowingBase Rate Loans, not no later than 11:00 am., Philadelphia time, one Business Day before any proposed prepayment, and in the case of LIBOR Loans, no later than 11:00 a.m., New York City Philadelphia time, three Business Days before any such proposed prepayment. In each case the date notice shall specify the date, amount of each such prepayment, whether the prepayment is of LIBOR Loans or Base Rate Loans, or a combination thereof, and, if a combination thereof, the amount allocable to each; provided, however, that each such partial prepayment shall be in the principal amount of at least (i) with respect to prepayments of Base Rate Loans, $1,000,000 or in whole multiples of $100,000 in excess thereof, and (ii) with respect to prepayments of Loans that bear interest at the LIBOR Rate, $1,000,000 or in the case whole multiples of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before $500,000 in excess thereof. (b) On the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing any termination or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination reduction of the Revolver Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14, the Borrowers shall pay or prepay so much of the Loans as shall be necessary in order that the aggregate Revolver Exposure at such time would not exceed the aggregate amount of the Revolver Commitments at such time. (c) All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Base Rate Loans and all fees, costs and expenses payable in connection therewith, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. If the Borrowers prepay a Revolver Loan, all outstanding Swing Line Loans shall (unless the Swing Line Bank shall otherwise agree) first be repaid from the proceeds thereof. If the Borrowers fail to specify the applicable Tranche which the Borrowers are prepaying, the prepayment shall, subject to the immediately prior sentence, be applied first to Base Rate Loans and then to LIBOR Loans, with payments applied to LIBOR Loans being applied in order of next maturing Interest Periods. Any prepayment hereunder shall be subject to the Borrowers’ obligation to indemnify the Banks under Section 2.18. (d) Upon receipt of any notice of prepayment, the Agent shall promptly notify each Bank thereof. (e) Amounts prepaid pursuant to this Section (other than subsection (b) hereof) may be reborrowed, subject to the terms and conditions hereof.

Prepayment of Loans. (a) Any BorrowerPrior to the Maturity Date, or the Company on behalf of Borrower and any Borrower, Subsidiary Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower (other than a Competitive Borrowing), in whole or in part, subject to the requirements of Section 2.19 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 Noon, New York City, time at least one Business Day before such prepayment in accordance with paragraph (d) the case of this Sectionan ABR Loan and at least three Business Days before such prepayment in the case of a LIBOR Loan; provided thatprovided, unless however, that each such partial prepayment shall be in an integral multiple of $1,000,000 and in a minimum aggregate principal amount of $5,000,000. Neither the applicable Borrowers and Lenders Borrower nor any Subsidiary Borrower shall have otherwise agreed at the time such Loans were made, right to prepay any Competitive Loans or Contract Loans may be prepaid only with Borrowing without the consent of the Lenders making such Loansrelevant Lender. (b) If On any date when the aggregate Exposures shall exceed sum of the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess Revolving Credit Exposure (after giving effect to any other Borrowings effected on such date) exceeds the Total Revolving Commitment, the Borrower shall make a mandatory prepayment of the Revolving Credit Loans on (or cause any Subsidiary Borrower to make such daya prepayment) and (B) in such amount as may be necessary so that the Revolving Credit Exposure after giving effect to such prepayment does not exceed the Total Revolving Commitment then in effect. Any prepayments required by this paragraph shall be applied to outstanding ABR Loans up to the full amount of the applicable Borrowings referred thereof before they are applied to in clause (i) or (ii), as applicableoutstanding LIBOR Revolving Credit Loans. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the Each notice of such prepayment pursuant to paragraph (dSection 2.15(a) shall specify the specific Borrowing(s), the prepayment date and the aggregate principal amount of this Section. (d) The applicable Borrowereach Borrowing to be prepaid, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower or the principal relevant Subsidiary Borrower to prepay such Borrowing(s) by the amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.15 shall be accompanied by (i) accrued interest on the principal amount being prepaid, to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without penalty, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers Section and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.15. (b) If In the aggregate Exposures shall exceed event that and on each occasion on which the aggregate total Exposure exceeds the total Commitments, then the Borrower shall prepay Revolving Borrowings or Swingline Borrowings (ior, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess. (c) In the event that and on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) occasion on any other date in which the event ABR Borrowings shall be outstandingBorrower issues or incurs Subordinated Debt, the applicable Borrowers shall Borrower shall, upon such issuance or incurrence, prepay Loans in an aggregate amount equal to the lesser net proceeds of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableSubordinated Debt. (cd) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (de) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, PROVIDED that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the The Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided thatPROVIDED, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, that Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Revolving Exposures shall exceed the aggregate Commitments (reduced, in the case of the Commitments, by the aggregate amount of the Lenders' Competitive Loan Exposures), then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Revolving Borrowing and (ii) on any other date in the event ABR Revolving Borrowings shall be outstanding, the applicable Borrowers Company shall prepay Revolving Loans or Competitive Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower Company shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (iib) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided PROVIDED that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.12 and (ii) break funding payments pursuant to Section 2.142.15.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; , provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract and Swingline Loans may not be prepaid only with the consent of the Lenders making such Loansprepaid. (b) If In the aggregate Exposures shall exceed event of any partial reduction or termination of the aggregate Commitments, then (i) on at or prior to the last day date of any Interest Period for any Eurocurrency Borrowingsuch reduction or termination, the Administrative Agent shall notify the Borrower and the Lenders of the sum of the Revolving Credit Exposures and the aggregate principal balance of outstanding Competitive Loans after giving effect thereto and (ii) on any other date in if such sum would exceed the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (total Commitments after giving effect to any other prepayment such reduction or termination, then the Borrower shall, on the date of Loans on such day) and (B) the reduction or termination, prepay Revolving Borrowings in an amount of the applicable Borrowings referred sufficient to in clause (i) or (ii), as applicableeliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; , provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.7, then such - 30 - 36 notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.7. Promptly following receipt of any such noticenotice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall under Sections 2.7(b) and 2.9(a) shall, when added to the amount of each concurrent reduction of the Commitments and prepayment of Borrowings under such Sections, be in an amount that would be permitted in the case integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$1,000,000 and not less than $3,000,000. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and 3.1. (iid) break funding payments pursuant All prepayments shall be subject to Section 2.143.6, if applicable.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing and amounts owed in respect of outstanding B/As of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided provided, that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures of any Class shall exceed the aggregate CommitmentsCommitments of such Class, then (i) on the last day of any Interest Period for any Eurocurrency BorrowingBorrowing or a CDOR Borrowing of such Class (or, in the case of the Canadian Commitments, the last day of any Contract Period for any B/A Drawing), and (ii) on any other date in the event ABR Borrowings or Canadian Base Rate Borrowings shall be outstandingoutstanding under such Class, the applicable Borrowers shall prepay Loans of such Class in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings or B/A Drawings referred to in clause (i) or (ii), as applicable. If, on any Test Date, the aggregate amount of the Exposures of any Class shall exceed 105% of the aggregate Commitments of such Class, then the applicable Borrowers shall, not later than the next Business Day, prepay one or more Borrowings of such Class (or, in the case of the Canadian Commitments, amounts owing in respect of outstanding B/As) in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings or amounts owing in respect of outstanding B/A Drawings hereunder, the applicable Borrower shall select the Borrowing or Borrowings and B/A Drawings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Applicable Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing or amounts owing in respect of an outstanding B/A Drawing hereunder (i) in the case of a Eurocurrency Borrowing or a CDOR Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, a Canadian Base Rate Borrowing or any amount owed in respect of an outstanding B/A Drawing, not later than 11:00 a.m., New York City timeLocal Time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof thereof, or amount owed in respect of an outstanding B/A Drawing or portion thereof, to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c2.09(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c2.09(c). Promptly following receipt of any such notice, the Administrative Applicable Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing or amounts owing in respect of a B/A Drawing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.02 or an acceptance and purchase of B/As as provided in Section 2.04. Each prepayment of a Borrowing or B/A Drawing shall be applied ratably to the Loans included in the prepaid BorrowingBorrowing or the B/As included in such B/A Drawing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.12 and (ii) break funding payments pursuant to Section 2.142.15. (e) Amounts to be applied pursuant to this Section or Article VII to prepay or repay amounts to become due with respect to outstanding B/As shall be deposited in the Prepayment Account (as defined below). The Canadian Agent shall apply any cash deposited in the Prepayment Account allocable to amounts to become due in respect of B/As on the last day of their respective Contract Periods until all amounts due in respect of outstanding B/As have been prepaid or until all the allocable cash on deposit has been exhausted. For purposes of this Agreement, the term “Prepayment Account” shall mean an account established by a Borrower with the Canadian Agent and over which the Canadian Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (e). The Canadian Agent will, at the request of such Borrower, invest amounts on deposit in the Prepayment Account in short-term, cash equivalent investments selected by the Canadian Agent in consultation with such Borrower that mature prior to the last day of the applicable Contract Periods of the B/As to be prepaid; provided, however, that the Canadian Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. Such Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay amounts due in respect of B/As on the last day of the applicable Contract Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments (which shall be for the account of such Borrower, to the extent not necessary for the prepayment of B/As in accordance with this Section), the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited in the Prepayment Account and reinvested and disbursed as specified above. If the maturity of the Loans and all amounts due hereunder has been accelerated pursuant to Article VII, the Canadian Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations in respect of Canadian Tranche Loans and B/As (and each Borrower hereby grants to the Canadian Agent a security interest in its Prepayment Account to secure such Obligations).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency EurocurrencyTerm Benchmark Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency EurocurrencyTerm Benchmark Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or Prior to the Company on behalf of any Borrower, Maturity Date the Borrower shall have the right at any time and from time to time to prepay any Revolving Credit Borrowing, or, with the consent of the particular Bank or Banks to receive the prepayment, any Competitive Borrowing of (which consent may be withheld in such Borrower Bank's or Banks' sole discretion), in whole or in part, subject to the requirements of Section 2.18 and 2.19 but otherwise without premium or penalty, upon prior written or telecopy notice to the Administrative Agent before 12:00 noon, New York City time, at least one Business Day prior to such prepayment in accordance with paragraph the case of an ABR Loan and at least three Business Days prior to such prepayment in the case of a LIBOR Loan or Fixed Rate Loan; provided, however, that each such partial prepayment shall be in a minimum aggregate principal amount of $5,000,000 (dor the Dollar Equivalent thereof) and, in the case of a Borrowing denominated in Dollars, an integral multiple of $1,000,000. In all instances under this Section; provided thatAgreement, unless each payment and prepayment of any Loan shall be made in the applicable Borrowers and Lenders shall have otherwise agreed at the time currency in which such Loans were Loan was made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If On the date of any termination or reduction of the Total Commitment pursuant to Section 2.13, the Borrower shall pay or prepay so much of the Revolving Credit Loans as shall be necessary in order that the aggregate Credit Exposures shall will not exceed the aggregate CommitmentsTotal Commitment following such termination or reduction. Subject to the foregoing, then any such payment or prepayment shall be applied to such Borrowing or Borrowings as the Borrower shall select. All prepayments under this Section 2.14(b) shall be subject to Sections 2.18 and 2.19. (ic) on On the earlier of any Reset Date or the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in when the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess aggregate Credit Exposures (after giving effect to any other prepayment of Loans Borrowings effected on such daydate) and (B) exceed the amount of Total Commitment minus any cash collateral received by the applicable Borrowings referred Administrative Agent pursuant to in clause (i) or (iiSection 2.06(j), as applicable. (c) Prior to any optional or the Borrower shall make a mandatory prepayment of Borrowings hereunder, the applicable Borrower Revolving Credit Loans in such amount as may be necessary to eliminate such excess. Any prepayments required by this paragraph shall select be applied to outstanding ABR Loans up to the Borrowing or Borrowings full amount thereof before they are applied to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Sectionoutstanding LIBOR Revolving Credit Loans. (d) The applicable Borrower, or Each notice of prepayment shall specify the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency specific Borrowing, not later than 11:00 a.m.the prepayment date and the aggregate principal amount of each Borrowing to be prepaid and the currency thereof, New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify commit the prepayment date and Borrower to prepay such Borrowing by the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by stated therein. All prepayments under this Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments 2.14 shall be accompanied by (i) accrued interest on the principal amount being prepaid to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14date of prepayment.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, without premium or penalty (subject to the requirements of Section 2.13), subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.08(b). (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable The Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) , other electronic transmission or delivery of written notice), telecopy or other electronic transmission of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Term Benchmark Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 p.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination or reduction of the Revolving Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Revolving Loans included of the Lenders in the prepaid Borrowingaccordance with their respective Applicable Percentages. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 2.10 and any costs incurred as contemplated by Section 2.13. (iic) break funding payments pursuant If at any time the Aggregate Total Exposure exceeds the total Commitments then in effect, the Borrower shall promptly prepay the Revolving Loans or Cash Collateralize the outstanding amount of Letter of Credit Usage, as applicable, to Section 2.14the extent necessary so that the Aggregate Total Exposure shall not exceed the Commitments then in effect (or, in the case of Letter of Credit Usage, such amounts are fully Cash Collateralized).

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If In the aggregate event and on such occasion that the Aggregate Exposures shall exceed the aggregate Commitments, then the Borrower shall prepay Borrowings or Swingline Borrowings (i) on the last day of any Interest Period for any Eurocurrency Borrowingor, and (ii) on any other date in the event ABR if no such Borrowings shall be are outstanding, the applicable Borrowers shall prepay Loans deposit cash collateral in an account with the Collateral Agent pursuant to Section 2.05(j)) in an aggregate amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicableexcess. (c) [intentionally omitted]. (d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (de) of this Section. (de) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.13 but shall otherwise be without premium or penalty.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If On the date of any reduction or termination of the Commitments pursuant to Section 2.06(c), 2.06(d) or 2.06(e), the Borrower shall prepay Borrowings to the extent necessary so that the aggregate Exposures shall outstanding principal amount of all Borrowings will not exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (Commitments after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) reduction or (ii), as applicabletermination. (c) Prior In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of the issuance or sale by the Borrower or any Subsidiary of commercial paper (other than any Net Proceeds that are promptly applied by the Borrower (i) to any optional finance the Acquisition or mandatory to pay fees and expenses incurred in connection with the Acquisition or (ii) repay outstanding commercial paper on the maturity date thereof), the Borrower shall, within three Business Days after such Net Proceeds are received, apply such Net Proceeds to the prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Sectionany outstanding Borrowings. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.06. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.10.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in In the event ABR Borrowings shall be outstandingand on each occasion that the Aggregate Revolving Exposure exceeds the Aggregate Revolving Commitment, the applicable Borrowers shall prepay Loans Revolving Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.05(i)) in an aggregate amount equal to the lesser of (A) the amount necessary sufficient to eliminate such excess (after giving effect to excess. In the event and on each occasion that the Aggregate Designated Currency Revolving Exposure exceeds the Aggregate Designated Currency Revolving Sublimit, the Borrowers shall prepay Revolving Borrowings denominated in Euro, Pounds Sterling or any other prepayment of Loans on Designated Currency (or, if no such dayBorrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.05(i)) and (B) the in an aggregate amount of the applicable Borrowings referred sufficient to in clause (i) or (ii), as applicableeliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunderunder this Section, the applicable Borrower shall select specify the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment delivered pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopyhand delivery or facsimile) of any optional prepayment of a Borrowing and, to the extent practicable, any mandatory prepayment hereunder (i) in the case of prepayment of a Eurocurrency LIBOR Borrowing or EURIBOR Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, three Business Days before the date of such prepayment and or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.12:00 noon, New York City timeLocal Time, one Business Day before the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, that (A) if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.08(c2.08 (or, if the Revolving Commitments have terminated and Loans are outstanding and a conditional optional notice of prepayment is given in the manner specified in Section 2.08), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.in

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrower shall have the right at any time and from time to time to prepay any Revolving Borrowing of such Borrower in whole or in part, or prepay Existing Term Loans and/or Term B Loans, in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders . The Borrower shall have otherwise agreed the right at any time and from time to time to prepay Incremental Term Loans, Refinancing Term Loans and/or Extended Term Loans of any Class in whole or in part subject to any restrictions set forth in the time Facility Amendment applicable to such Class. Each voluntary or mandatory prepayment of Existing Term Loans were madeunder this Section 2.7 shall be applied (i) pro rata among each Existing Term Loan then outstanding, Competitive and (ii) for each Existing Term Loan, to reduce the remaining installments payable thereon pro rata. Each voluntary or mandatory prepayment of Term B Loans or Contract under this Section 2.7 shall be applied (i) pro rata among each Term B Loan then outstanding, and (ii) for each Term B Loan, to reduce the remaining installments payable thereon pro rata. Subject to the provisions of any Facility Amendment, each voluntary and mandatory prepayment of any other Class of Term Loans may under this Section 2.7 shall be prepaid only with applied (i) pro rata among each Term Loan in such Class then outstanding, and (ii) for each such Term Loan, to reduce the consent of the Lenders making such Loansremaining installments payable thereon pro rata. (b) If In the aggregate Exposures shall exceed the aggregate event of any partial reduction or termination of Revolving Commitments, then (i) on at or prior to the last day date of any Interest Period for any Eurocurrency Borrowingsuch reduction or termination, the Administrative Agent shall notify the Borrower and the applicable Lenders of the sum of the Revolving Credit Exposures under the applicable Facility after giving effect thereto and (ii) if such sum would exceed the total Revolving Commitments for such Facility after giving effect to such reduction or termination, then the Borrower shall, on any other the date of such reduction or termination, prepay Revolving Borrowings in an amount sufficient to eliminate such excess. To the event ABR extent that the Revolving Borrowings shall be outstandinghave been prepaid in full and the Revolving Credit Exposure for the applicable Facility still exceeds the Revolving Commitments as a result of the LC Exposure, the applicable Borrowers Borrower shall cash collateralize, on terms and conditions in accordance with the provisions set forth in Section 2.9(i) of this Agreement, outstanding Letters of Credit in a principal amount sufficient to eliminate the excess Revolving Credit Exposure. (c) Upon the occurrence of each Amortization Event, and thereafter on each Compliance Certificate Delivery Date until such time, if any, as an Amortization Termination Event shall have occurred, the Borrower shall prepay the Existing Term Loans in (subject to Section 2.7(g) below), by an amount equal to the lesser of (A) percentage set forth below adjacent to the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) calendar year in which the amount Compliance Certificate Reference Date shall have occurred multiplied by the sum of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the original principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice such Existing Term Loan: 2017 1.250 % 2018 1.875 % 2019 3.125 % 2020 3.750 % For purposes of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by this Section 2.08(c2.7(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly the following receipt of any such notice, terms have the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.following meanings:

Prepayment of Loans. (a) Any Borrower, or the The Company on behalf of any Borrower, shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) of this Section; provided thatprovided, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, that Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Revolving Exposures shall exceed the aggregate Commitments (reduced, in the case of the Commitments, by the aggregate amount of the Lenders' Competitive Loan Exposures), then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Revolving Borrowing and (ii) on any other date in the event ABR Revolving Borrowings shall be outstanding, the applicable Borrowers Company shall prepay Revolving Loans or Competitive Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower Company shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and (iib) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.14.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, The Borrowers shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph (d) the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Revolving Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, Revolving Borrowing and (ii) on any other date in the event ABR Revolving Borrowings shall be outstanding, the applicable Borrowers shall prepay Revolving Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. If, on any date, the aggregate Revolving Exposures shall exceed 105% of the aggregate Commitments, then the Borrowers shall, within three Business Days, prepay one or more Borrowings in an aggregate principal amount sufficient to eliminate such excess. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section. (d) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) or by telecopy of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before on the date of such prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and date, the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest and other amounts to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower made by it in whole or in part, without premium or penalty (but subject to Section 2.18), subject to prior notice in accordance with paragraph (dc) of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such LoansSection 2.12. (b) If the aggregate Exposures shall exceed the aggregate Commitments, then (i) on the last day of any Interest Period for any Eurocurrency Borrowing, and (ii) on any other date in the event ABR Borrowings shall be outstanding, the applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A) the amount necessary to eliminate such excess (after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) or (ii), as applicable. (c) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (dc) of this SectionSection 2.12. (dc) The applicable Borrower, or the Company on behalf of the applicable Borrower, Borrower shall notify the Administrative Agent by telephone (confirmed by telecopyfacsimile or email) of any prepayment of a Borrowing hereunder (i) in the case of prepayment of a Eurocurrency Borrowing or Alternate Rate Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of such prepayment and prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatprovided, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such that any notice of prepayment may be revoked if such notice conditioned upon the effectiveness of termination is revoked in accordance with Section 2.08(c)other credit facilities or any other financing, Disposition, sale or other transaction. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing2.5. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and 2.15. Each repayment of a Borrowing shall be applied to the Loans included in the repaid Borrowing such that each Revolving Credit Lender holding Loans included in such repaid Borrowing receives its ratable share of such repayment (ii) break funding payments pursuant based upon the respective US Tranche Revolving Credit Exposures or Multicurrency Tranche Revolving Credit Exposures, as the case may be, of the Revolving Credit Lenders holding Loans included in such repaid Borrowing at the time of such repayment). Voluntary prepayments made by any Borrower that is not a Domestic Subsidiary will only be applied to Section 2.14Multicurrency Tranche Revolving Credit Borrowings made by it.

Prepayment of Loans. (a) Any Borrower, or the Company on behalf of any Borrower, Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of such Borrower in whole or in part, subject to prior notice in accordance with paragraph Section 2.16 (dbut otherwise without premium or penalty) and the requirements of this Section; provided that, unless the applicable Borrowers and Lenders shall have otherwise agreed at the time such Loans were made, Competitive Loans or Contract Loans may be prepaid only with the consent of the Lenders making such Loans. (b) If the aggregate Exposures shall exceed the aggregate CommitmentsIf, then (i) on the last day of any Interest Period for any Eurocurrency Revolving Borrowing, and or on any Interest Payment Date for any ABR Revolving Borrowing or any Borrowing under an Alternate Currency Supplement bearing interest at a Local Rate (i) the Revolving Credit Exposure of any Revolving Lender exceeds its Revolving Commitment or (ii) on any other date in the event ABR Borrowings shall be outstandingAggregate Revolving Credit Exposure exceeds the Total Revolving Commitment, the applicable Borrowers shall Borrower shall, on such day, prepay the Revolving Loans comprising such Borrowing in an amount equal to the lesser of (Ai) the amount necessary to eliminate such excess and (ii) the amount of such Borrowing. If, on any Reset Date, the Aggregate Revolving Credit Exposure exceeds 105% of the Total Revolving Commitment, then the Company shall prepay (or shall cause a Borrowing Subsidiary to prepay), within three Business Days, one or more Revolving Borrowings or Swingline Borrowings in an aggregate principal amount equal to the excess, if any, of the Aggregate Revolving Credit Exposure (as of such Reset Date) over the Total Revolving Commitment. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Company or any Subsidiary in respect of any Prepayment Event, (i) the Company shall prepay (or shall cause a Borrowing Subsidiary to prepay), within three Business Days after such Net Proceeds are received, Borrowings, if any shall be outstanding, in an aggregate amount equal to the Pro Rata Proceeds in respect of such Prepayment Event and (ii) the Total Revolving Commitment shall be reduced by such amount, with a pro rata reduction of each Revolving Lender's Revolving Commitment; provided that, in the case of any event described in clause (a) of the definition of the term "Prepayment Event", if the Company shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Company and the Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Proceeds, to acquire real property, equipment or other assets to be used in the business of the Company and the Subsidiaries, and certifying that no Default has occurred and is continuing, then no prepayment shall be required and no reduction shall be made pursuant to this paragraph in respect of the Net Proceeds of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any Net Proceeds therefrom that have not been so applied by the end of such 180-day period, at which time a prepayment shall be required, and a reduction shall be made, in an amount equal to 75% of such Net Proceeds not so applied multiplied by the fraction indicated in clause (b) of the definition of "Pro Rata Proceeds" (calculated as of the date of the Prepayment Event giving rise to such Net Proceeds). (d) On the date of any termination or reduction of the Revolving Commitments pursuant to Section 2.08, the Company shall pay or prepay (or shall cause a Borrowing Subsidiary to pay or prepay) so much of the Revolving Borrowings as shall be necessary in order that the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Commitment after giving effect to any other prepayment of Loans on such day) and (B) the amount of the applicable Borrowings referred to in clause (i) termination or (ii), as applicablereduction. (ce) Prior to any optional or mandatory prepayment of Borrowings hereunder, the applicable Borrower Company shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (df) of this Section; provided that each prepayment of Revolving Dollar Borrowings shall be applied first to prepay any such Borrowings outstanding as ABR Borrowings. (df) The applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Applicable Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a prepayment of a Eurocurrency Revolving Borrowing, not later than 11:00 a.m., New York City timeLocal Time, three Business Days before the date of such prepayment and prepayment, (ii) in the case of a prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of such prepayment, (iii) in the case of a Local Rate Borrowing, not later than the time specified in the applicable Alternate Currency Supplement and (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and shall set forth in reasonable detail the calculation of the amount of such prepayment; provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c)2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c)2.08. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Applicable Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.11 and (ii) break funding payments pursuant to Section 2.142.12.