Common use of Prepayment of the Advances Clause in Contracts

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one (1) Business Day’s prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D hereto) to the Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepayment, on a Business Day; provided that any such prepayment, if a partial prepayment, shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. (b) If on any Business Day the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) (I) notify the Agent of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “Compliance Certification Date”) prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth (12th) Business Day following such Determination Date prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Agent a certificate, signed by an Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall and (2) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth (12th) Business Day following such Determination Date. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The It is understood and agreed that the Borrower shall have the right at any time and from time to time, upon not less than one (1) Business Day’s 's prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided PROVIDED, that any such prepayment, if a partial prepayment, shall be at least an integral multiple of $1,000,000 and in integral multiples with a minimum amount of $100,000 in excess thereof1,000,000. (b) If on any Business Day Determination Date, the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) (I) Date notify the Agent of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “Compliance Certification Date”A) prepay Advances (together with and pay Yield thereon), and/or (B) pledge to the Agent additional Borrowing Base Eligible Assets in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Determination Date; providedPROVIDED, howeverHOWEVER, that to the extent the Borrower does not have sufficient available funds and/or additional Borrowing Base Eligible Assets to pledge to the Agent in order to fully cure such compliance shortfall on such Compliance Certification Determination Date, then the Borrower shall (i) on such Compliance Certification Determination Date prepay outstanding Advances in the amount of its available fundsfunds and pledge all Borrowing Base Eligible Assets to the Agent; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth fifth (12th5th) Business Day following such Determination Date either (A) acquire and pledge to the Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Adjusted Asset Value at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05, and (y) Credits Outstanding, as determined on the first (1st) Business Day after such Determination Date, or (B) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on the first (1st) Business Day after such Compliance Certification Determination Date; and (iii) no later than the close of business on the second (2nd) Business Day following such Compliance Certification Determination Date, deliver to the Agent a certificate, signed by an a Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) acquire additional Borrowing Base Eligible Assets in accordance with clause (A) above and specifies the identity and Adjusted Asset Value of the Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of this Section 2.05(b), and (23) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth fifth (12th5th) Business Day following such Determination Date. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Ratemade. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one two (12) Business Day’s Days' prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Program Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof3,000,000. (b) If on any Business Day Determination Date the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) Date (I) notify the Program Agent of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “"Compliance Certification Date”") prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth tenth (12th10th) Business Day following such Determination Date either (A) acquire and pledge to the Program Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Adjusted Asset Value at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05, and (y) Credits Outstanding, as determined on such Compliance Certification Date, or (B) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Program Agent a certificate, signed by an Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) acquire additional Borrowing Base Eligible Assets in accordance with clause (A) above and specifies the identity and Adjusted Asset Value of the Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of this Section 2.05(b), and (23) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth tenth (12th10th) Business Day following such Determination Date. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The It is understood and agreed that the Borrower shall have the right at any time and from time to time, upon not less than one three (13) Business Day’s Days' prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided PROVIDED, that any such prepayment, if a partial prepayment, shall be at least an integral multiple of $1,000,000 and in integral multiples with a minimum amount of $100,000 in excess thereof1,000,000. (b) If on at any Business Day time the Borrower is does not in full compliance comply with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) (I) notify the Agent of such failure to complyshall, and (II) on the Business Day next succeeding such Determination Date (each such date, a “Compliance Certification Date”) prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth (12th) next Business Day following the occurrence of such Determination Date compliance shortfall: (i) either (x) transfer into the Collateral Account additional Eligible Collateral having an Asset Value at least sufficient to cause the aggregate Asset Value of the Assigned Collateral to satisfy the Borrowing Base Test; or (y) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the aggregate Asset Value of the Assigned Collateral to satisfy the Borrowing Base Test, and (ii) deliver to be at least equal to Agent a certificate, signed by an authorized officer of the product of Borrower, that (x) 1.05 and specifies the amount of the compliance shortfall; (y) specifies the Credits Outstandingidentity and Asset Value of the additional Eligible Collateral transferred, or the principal amount of Advances prepaid, as determined on such Compliance Certification Dateapplicable; and (iiiz) certifies that such compliance shortfall has been cured. (c) If at any time the Borrower does not comply with the Total Eligible Asset Coverage Test, the Borrower shall: (i) no later than the close of business on the fifth Business Day following the occurrence of such Compliance Certification Datecompliance shortfall either (A) acquire additional Eligible Assets having an Asset Value at least sufficient to cause Credits Outstanding to be less than or equal to 32-1/3% of the Net Eligible Asset Value, as determined on the second Business Day after the occurrence of such compliance shortfall, or (B) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause Credits Outstanding to be less than or equal to 32-1/3% of the Net Eligible Asset Value, as determined on the second Business Day after the occurrence of such compliance shortfall; and (ii) no later than the close of business on the second Business Day following the occurrence of such compliance shortfall, deliver to the Agent a certificate, signed by an Responsible Officer authorized officer of the Borrower, that certifies (1) certifies the amount of the compliance shortfall shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) acquire additional Eligible Assets in accordance with clause (A) above and specifying the identity and Asset Value of the Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of this Section 2.05(c), and (23) certifies that the requirements of this Section 2.05(b2.05(c) shall be satisfied on or prior to the twelfth (12th) fifth Business Day following the occurrence of such Determination Date. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereoncompliance shortfall. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Ratemade. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one (1) Business Day’s 's prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D hereto) to the Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepayment, on a Business Day; provided that any such prepayment, if a partial prepayment, shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. (b) If on any Business Day the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “"Determination Date”) ") (Ii) notify the Agent of such failure to comply, and (IIii) on the Business Day next succeeding such Determination Date (each such date, a “"Compliance Certification Date”") prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth seventh (12th7th) Business Day following such Determination Date prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Agent a certificate, signed by an Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall and (2) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth seventh (12th7th) Business Day following such Determination Date. (c) If at any time the aggregate credit extended by Borrower is not in full compliance with the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the BorrowerAsset Coverage Test, the Borrower shall immediately (i) on the date of determination of such non-compliance, notify the Agent thereof and (ii) within seven (7) Business Days following the date of determination of such non-compliance, prepay the outstanding Advances (together with Yield thereon) in an amount equal necessary to such excess, together cause the Borrower to be in compliance with all accrued and unpaid Yield thereonthe Asset Coverage Test. (d) Subject to Section 7.03, the amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one (1) Business Day’s prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D hereto) to the Agent and each Managing Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepayment, on a Business Day; provided that any such prepayment, if a partial prepayment, shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. (b) If on any Business Day the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) (I) notify the Agent and each Managing Agent of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “Compliance Certification Date”) prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth (12th) Business Day following such Determination Date prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Agent and each Managing Agent a certificate, signed by an a Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall and (2) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth (12th) Business Day following such Determination Date. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the amount of each prepayment under this Section 2.05 owing to each Lender and Secondary Lender shall be applied determined ratably to based on the outstanding principal balance of the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the . The amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one (1) Business Day’s prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing writing) received by the Administrative Agent (x) not less than one (1) Business Day prior to any such prepayment in the form of Exhibit D heretoan amount less than $50,000,000 and (y) not less than two (2) Business Days prior to the Agent any such prepayment in an amount equal to or greater than $50,000,000, in each case, specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof500,000. (b) If on any Business Day Determination Date the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) Date (I) notify the Administrative Agent of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “Compliance Certification Date”) prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth tenth (12th10th) Business Day following such Determination Date either (A) acquire and pledge to the Administrative Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Adjusted Asset Value at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05, and (y) Credits Outstanding, as determined on such Compliance Certification Date, or (B) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Administrative Agent a certificate, signed by an Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall and shortfall, (2) certifies that specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) acquire additional Borrowing Base Eligible Assets in accordance with clause (A) above and specifies the identity and Adjusted Asset Value of the Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of this Section 2.05(b) shall be satisfied on or prior to the twelfth (12th) Business Day following such Determination Date. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower), plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.and

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one two (12) Business Day’s Days' prior written notice in the form of Exhibit D hereto (including electronic mail) or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Program Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof. (b) If on any Business Day the Borrower is not in full compliance with the Borrowing Base TestTest (any such date, a "Borrowing Base Determination Date"), the Borrower shall on such date of date of determination (a “Borrowing Base Determination Date”) Date (I) notify the Program Agent of such failure to comply, and (II) on the Business Day next succeeding such Borrowing Base Determination Date (each such date, a “"Compliance Certification Date”") prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth tenth (12th10th) Business Day following such Borrowing Base Determination Date either (A) acquire and pledge to the Program Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Adjusted Asset Value at least sufficient to cause the Borrowing Base (as determined on such Compliance Certification Date) to be at least equal to the product of (x) 1.05, and (y) Credits Outstanding, as determined on such Compliance Certification Date, or (B) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base (as determined on such Compliance Certification Date) to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Program Agent a certificate, signed by an Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) acquire additional Borrowing Base Eligible Assets in accordance with clause (A) above and specifies the identity and Adjusted Asset Value of the Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of this Section 2.05(b), and (23) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth tenth (12th10th) Business Day following such Borrowing Base Determination Date. (c) If at on any time Business Day the aggregate credit extended by Borrower is not in full compliance with the Lenders and Asset Coverage Test (determined regardless of whether or not dividends or distributions are being made on such Business Day, or whether Debt is being incurred on such Business Day as if each outstanding Advance constituted a "senior security" without regard to whether such Advance is a loan for "temporary purposes" or otherwise excludable from the Secondary Lenders in connection with this Agreement exceeds the sum definition of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U"senior securities" under Section 18(g) of all Margin Stock the Investment Company Act) (any such date, an "Asset Coverage Determination Date"), the Borrower shall (I) on such Asset Coverage Determination Date notify the Agent of such failure to comply, (II) no later than the close of business on the second Business Day following such Asset Coverage Determination Date, deliver to the Agent a certificate, signed by an authorized officer of the Borrower, plusthat (1) certifies the amount of the compliance shortfall, (y2) specifies the good faith loan value (as determined in accordance with Regulation U) of all other Assets identity and Adjusted Asset Value of the Borrower, Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of this Section 2.05(c), and (3) certifies that the requirements of this Section 2.05(c) shall immediately be satisfied on or prior to the tenth (10th) Business Day following such Asset Coverage Determination Date, and (III) no later than the close of business on the tenth (10th) Business Day following such Asset Coverage Determination Date prepay the outstanding Advances in an amount equal necessary to be in full compliance with the Asset Coverage Test as determined on the first Business Day after such excess, together with all accrued and unpaid Yield thereonAsset Coverage Determination Date. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one (1) Business Day’s prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Agent specifying the date and amount of such prepayment and received by the Agent not later than 11:00 a.m. (New York City time) one (1) Business Day’s prior to such proposed prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof; provided, further, that upon receipt of such prepayment notice the Agent shall promptly inform the Borrower whether the Yield in respect thereof includes a Liquidation Fee greater than zero, and, if such Liquidation Fee is greater than zero the Borrower may notify the Agent of its withdrawal of such prepayment notice. (b) If on any Business Day Determination Date the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on the next succeeding Business Day after such date of date of determination (a “Determination Date”) Date (I) notify the Agent of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “Compliance Certification Date”) prepay Advances (together with and the Yield thereon) thereon and/or pledge to the Agent additional Borrowing Base Eligible Assets in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification next succeeding Business Day after such Determination Date; provided, however, that to the extent the Borrower does not have sufficient available funds and/or additional Borrowing Base Eligible Assets to pledge to the Agent in order to fully cure such compliance shortfall on such Compliance Certification next succeeding Business Day after such Determination Date, then the Borrower shall (i) on such Compliance Certification next succeeding Business Day after such Determination Date prepay outstanding Advances in the amount of its available fundsfunds and pledge any Borrowing Base Eligible Assets, if applicable, to the Agent; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth (12th) fifth Business Day following such Determination Date prepay Advances either (A) acquire and pledge to the Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Asset Value in a principal an aggregate amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 and the Credits Outstanding multiplied by (y) the Credits Outstanding1.02, as determined on the second Business Day after such Compliance Certification Determination Date, or (B) prepay Advances and the Yield thereon in an aggregate amount sufficient to cause the Borrowing Base to be at least equal to (x) the Credits Outstanding multiplied by (y) 1.02, as determined on the second Business Day after such Determination Date; and (iii) no later than the close of business on the second Business Day following such Compliance Certification Determination Date, deliver to the Agent a certificate, signed by an Responsible Officer Authorized Signatory of the Borrower, that (1) certifies the amount of the compliance shortfall shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) acquire additional Borrowing Base Eligible Assets in accordance with clause (A) above and specifies the identity and Asset Value of the Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of this Section 2.05(b), and (23) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth (12th) fifth Business Day following such Determination Date. (c) If at on any time Determination Date the aggregate credit extended by Borrower is not in full compliance with the Lenders Asset Coverage Test, the Borrower shall on the next succeeding Business Day after such Determination Date (I) notify the Agent of such failure to comply, and (II) prepay Advances and the Secondary Lenders Yield thereon in connection an aggregate amount sufficient to cause the Borrower to be in full compliance with this Agreement exceeds the sum Asset Coverage Test on such next succeeding Business Day after such Determination Date, provided, however, that to the extent the Borrower does not have sufficient available funds to prepay the Advances in an amount sufficient to cure such compliance shortfall on such next succeeding Business Day after such Determination Date, then the Borrower shall (i) on such next succeeding Business Day after such Determination Date prepay outstanding Advances in the amount of its available funds; (xii) no later than the product close of business on the fifth Business Day following such Determination Date either (aA) acquire additional Pool Assets having an Asset Value in an aggregate amount sufficient to cause the Margin Stock Percentage multiplied Borrower to be in compliance with the Asset Coverage Test, as determined on the second Business Day after such Determination Date, or (B) prepay Advances and the Yield thereon in an aggregate amount sufficient to cause the Borrower to be in compliance with the Asset Coverage Test, as determined on the second Business Day after such Determination Date; and (iii) no later than the close of business on the second Business Day following such Determination Date, deliver to the Agent a certificate, signed by (b) the current market value (as defined in Regulation U) of all Margin Stock an Authorized Signatory of the Borrower, plusthat (1) certifies the amount of the compliance shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) the good faith loan value (as determined acquire additional Pool Assets in accordance with Regulation Uclause (A) above and specifies the identity and Asset Value of the Pool Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of all other Assets this Section 2.05(c), and (3) certifies that the requirements of this Section 2.05(c) shall be satisfied on or prior to the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to fifth Business Day following such excess, together with all accrued and unpaid Yield thereonDetermination Date. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lendermade; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second Rate and then applied to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances Rate (with the amount of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal such prepayment being applied first to such excess, together Advances with all accrued and unpaid Yield thereonthe shorter Settlement Periods remaining).

Prepayment of the Advances. (a) The It is understood and agreed that the Borrower shall have the right at any time and from time to time, upon not less than one two (12) Business Day’s Days' prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least an integral multiple of $1,000,000 and in integral multiples with a minimum amount of $100,000 in excess thereof2,000,000. (b) If on any Business Day date the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) (I) notify the Agent in writing of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “Compliance Certification Date”) prepay Advances (together with and pay Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Datedate; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Datedate, then the Borrower shall (i) on such Compliance Certification Date date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth (12th) fifth Business Day following such Determination Date date prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 2.05 and (y) the Credits Outstanding, as determined on the second Business Day after such Compliance Certification Dateoriginal date of non-compliance; and (iii) no later than the close of business on the second Business Day following such Compliance Certification Dateoriginal date of non-compliance, deliver to the Agent a certificate, signed by an a Responsible Officer of the Borrower, that certifies (1) certifies the amount of the compliance shortfall and shortfall, (2) certifies that the Borrower has redeemed Company Shares or has entered into corrective trades in order to satisfy the requirements of this Section 2.05(b), and (3) that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth (12th) fifth Business Day following such Determination Datethe first date the Borrower failed to be in compliance with the Borrowing Base Test. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, made. (d) The Agent agrees that the it shall use commercially reasonable efforts to cause any amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender that it receives in respect of any prepayment of Advances to be invested during the Settlement Period in which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Ratesuch amounts are received. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The It is understood and agreed that the Borrower shall have the right at any time and from time to time, upon not less than one two (12) Business Day’s Days' prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least an integral multiple of $1,000,000 and in integral multiples with a minimum amount of $100,000 in excess thereof2,000,000. (b) If on any Business Day date the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) (I) notify the Agent in writing of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “Compliance Certification Date”) prepay Advances (together with and pay Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Datedate; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Datedate, then the Borrower shall (i) on such Compliance Certification Date date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth (12th) fifth Business Day following such Determination Date date prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 2.05 and (y) the Credits Outstanding, as determined on the second Business Day after such Compliance Certification Dateoriginal date of non-compliance; and (iii) no later than the close of business on the second Business Day following such Compliance Certification Dateoriginal date of non-compliance, deliver to the Agent a certificate, signed by an a Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall shortfall, (2) certifies that the Borrower has redeemed Company Shares or has entered into corrective trades in order to satisfy the requirements of this Section 2.05(b), and (23) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth (12th) fifth Business Day following such Determination Datethe first date the Borrower failed to be in compliance with the Borrowing Base Test. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Ratemade. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one two (12) Business Day’s Days' prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Program Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof1,000,000. (b) If on any Business Day Determination Date the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) Date (I) notify the Program Agent of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “"Compliance Certification Date”") prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth tenth (12th10th) Business Day following such Determination Date either (A) acquire and pledge to the Program Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Adjusted Asset Value at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05, and (y) Credits Outstanding, as determined on such Compliance Certification Date, or (B) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Program Agent a certificate, signed by an Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) acquire additional Borrowing Base Eligible Assets in accordance with clause (A) above and specifies the identity and Adjusted Asset Value of the Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of this Section 2.05(b), and (23) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth tenth (12th10th) Business Day following such Determination Date. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one two (12) Business Day’s Days' prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Program Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof1,000,000. (b) If on any Business Day Determination Date the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) Date (I) notify the Program Agent of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “"Compliance Certification Date”") prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth tenth (12th10th) Business Day following such Determination Date prepay Advances in a principal amount either (A) acquire and pay pledge to the Yield thereon) Program Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Adjusted Asset Value at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 1.05, and (y) the Credits Outstanding, as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Agent a certificate, signed by an Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall and (2) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth (12th) Business Day following such Determination Date. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.or

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one two (12) Business Day’s Days’ prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Program Agent and each Direct Lender specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.082.09) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least $1,000,000 2,000,000 and in integral multiples of $100,000 in excess thereof. (b) If on any Business Day the Borrower is not in full compliance with the Borrowing Base TestTest (any such date, a “Borrowing Base Determination Date”), the Borrower shall on such date of date of determination (a “Borrowing Base Determination Date”) Date (I) notify the Program Agent and each Direct Lender of such failure to comply, and (II) on the Business Day next succeeding such Borrowing Base Determination Date (each such date, a “Compliance Certification Date”) prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth tenth (12th10th) Business Day following such Borrowing Base Determination Date either (A) acquire and pledge to the Program Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Adjusted Asset Value at least sufficient to cause the Borrowing Base (as determined on such Compliance Certification Date) to be at least equal to the product of (x) 1.05, and (y) Credits Outstanding, as determined on such Compliance Certification Date, or (B) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base (as determined on such Compliance Certification Date) to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Program Agent and each Direct Lender a certificate, signed by an Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) acquire additional Borrowing Base Eligible Assets in accordance with clause (A) above and specifies the identity and Adjusted Asset Value of the Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of this Section 2.05(b), and (23) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth tenth (12th10th) Business Day following such Borrowing Base Determination Date, and (III) on any Business Day that the Borrower is not in full compliance with the Borrowing Base Test, immediately notify the Program Agent and each Direct Lender of any margin call requested in connection with any Credit Default Swap. (c) If at on any time Business Day the aggregate credit extended by Borrower is not in full compliance with the Lenders and Asset Coverage Test (determined regardless of whether or not dividends or distributions are being made on such Business Day, or whether Debt is being incurred on such Business Day as if each outstanding Advance constituted a “senior security” without regard to whether such Advance is a loan for “temporary purposes” or otherwise excludable from the Secondary Lenders in connection with this Agreement exceeds the sum definition of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U“senior securities” under Section 18(g) of all Margin Stock the Investment Company Act) (any such date, an “Asset Coverage Determination Date”), the Borrower shall (I) on such Asset Coverage Determination Date notify the Program Agent of such failure to comply, (II) no later than the close of business on the second Business Day following such Asset Coverage Determination Date, deliver to the Program Agent a certificate, signed by an authorized officer of the Borrower, plusthat (1) certifies the amount of the compliance shortfall, (y2) specifies the good faith loan value (as determined in accordance with Regulation U) of all other Assets identity and Adjusted Asset Value of the Borrower, Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of this Section 2.05(c), and (3) certifies that the requirements of this Section 2.05(c) shall immediately be satisfied on or prior to the tenth (10th) Business Day following such Asset Coverage Determination Date, (III) no later than the close of business on the tenth (10th) Business Day following such Asset Coverage Determination Date prepay the outstanding Advances in an amount equal necessary to be in full compliance with the Asset Coverage Test as determined on the first Business Day after such excessAsset Coverage Determination Date, together and (IV) on any Business Day that the Borrower is not in full compliance with all accrued the Asset Coverage Test, immediately notify the Program Agent and unpaid Yield thereoneach Direct Lender of any margin call requested in connection with any Credit Default Swap. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender, each Secondary Lender and each Direct Lender based on their respective Pro Rata Shares and (I) with respect to each prepayment to any Lender or Secondary Lender Lender, such prepayment shall be applied to its Advances in the order in which such Advances were made by such Lender or Secondary originally made, and (II) with respect to each prepayment to any Direct Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding its Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereonthe order directed by the Borrower.

Prepayment of the Advances. (a) The It is understood and agreed that the Borrower shall have the right at any time and from time to time, upon not less than one (1) Business Day’s 's prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least an integral multiple of $1,000,000 and in integral multiples with a minimum amount of $100,000 in excess thereof1,000,000. (b) If on any Business Day Determination Date, the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) (I) Date notify the Agent of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “Compliance Certification Date”A) prepay Advances (together with and pay Yield thereon), and/or (B) pledge to the Agent additional Borrowing Base Eligible Assets in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Determination Date; provided, however, that to the extent the Borrower does not have sufficient available funds and/or additional Borrowing Base Eligible Assets to pledge to the Agent in order to fully cure such compliance shortfall on such Compliance Certification Determination Date, then the Borrower shall (i) on such Compliance Certification Determination Date prepay outstanding Advances in the amount of its available fundsfunds and pledge all Borrowing Base Eligible Assets to the Agent; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth fifth (12th5th) Business Day following such Determination Date either (A) acquire and pledge to the Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Adjusted Asset Value at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05, and (y) Credits Outstanding, as determined on the first (1st) Business Day after such Determination Date, or (B) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on the first (1st) Business Day after such Compliance Certification Determination Date; and (iii) no later than the close of business on the second (2nd) Business Day following such Compliance Certification Determination Date, deliver to the Agent a certificate, signed by an a Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) acquire additional Borrowing Base Eligible Assets in accordance with clause (A) above and specifies the identity and Adjusted Asset Value of the Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of this Section 2.05(b), and (23) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth fifth (12th5th) Business Day following such Determination Date. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender Advances, in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Ratemade. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one two (12) Business Day’s Days' prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Program Agent and each Direct Lender specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.082.09) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least $1,000,000 2,000,000 and in integral multiples of $100,000 in excess thereof. (b) If on any Business Day the Borrower is not in full compliance with the Borrowing Base TestTest (any such date, a "Borrowing Base Determination Date"), the Borrower shall on such date of date of determination (a “Borrowing Base Determination Date”) Date (I) notify the Program Agent and each Direct Lender of such failure to comply, and (II) on the Business Day next succeeding such Borrowing Base Determination Date (each such date, a “"Compliance Certification Date”") prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth tenth (12th10th) Business Day following such Borrowing Base Determination Date either (A) acquire and pledge to the Program Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Adjusted Asset Value at least sufficient to cause the Borrowing Base (as determined on such Compliance Certification Date) to be at least equal to the product of (x) 1.05, and (y) Credits Outstanding, as determined on such Compliance Certification Date, or (B) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base (as determined on such Compliance Certification Date) to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Program Agent and each Direct Lender a certificate, signed by an Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) acquire additional Borrowing Base Eligible Assets in accordance with clause (A) above and specifies the identity and Adjusted Asset Value of the Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of this Section 2.05(b), and (23) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth tenth (12th10th) Business Day following such Borrowing Base Determination Date. (c) If at on any time Business Day the aggregate credit extended by Borrower is not in full compliance with the Lenders and Asset Coverage Test (determined regardless of whether or not dividends or distributions are being made on such Business Day, or whether Debt is being incurred on such Business Day as if each outstanding Advance constituted a "senior security" without regard to whether such Advance is a loan for "temporary purposes" or otherwise excludable from the Secondary Lenders in connection with this Agreement exceeds the sum definition of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U"senior securities" under Section 18(g) of all Margin Stock the Investment Company Act) (any such date, an "Asset Coverage Determination Date"), the Borrower shall (I) on such Asset Coverage Determination Date notify the Agent of such failure to comply, (II) no later than the close of business on the second Business Day following such Asset Coverage Determination Date, deliver to the Agent a certificate, signed by an authorized officer of the Borrower, plusthat (1) certifies the amount of the compliance shortfall, (y2) specifies the good faith loan value (as determined in accordance with Regulation U) of all other Assets identity and Adjusted Asset Value of the Borrower, Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of this Section 2.05(c), and (3) certifies that the requirements of this Section 2.05(c) shall immediately be satisfied on or prior to the tenth (10th) Business Day following such Asset Coverage Determination Date, and (III) no later than the close of business on the tenth (10th) Business Day following such Asset Coverage Determination Date prepay the outstanding Advances in an amount equal necessary to be in full compliance with the Asset Coverage Test as determined on the first Business Day after such excess, together with all accrued and unpaid Yield thereonAsset Coverage Determination Date. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender, each Secondary Lender and each Direct Lender based on their respective Pro Rata Shares and (I) with respect to each prepayment to any Lender or Secondary Lender Lender, such prepayment shall be applied to its Advances in the order in which such Advances were made by such Lender or Secondary originally made, and (II) with respect to each prepayment to any Direct Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding its Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereonthe order directed by the Borrower.

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one (1) Business Day’s 's prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section SECTION 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepayment, on a Business Day; provided PROVIDED, that any such prepayment, if a partial prepayment, shall be at least $1,000,000 and in integral multiples of $100,000 in excess thereof (or, in the case of any prepayment required under SECTION 2.05(b), at least $10,000 and in integral multiples of $10,000 in excess thereof). (b) If on any Business Day Determination Date the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on the next succeeding Business Day after such date of date of determination Determination Date (each such date, a “Determination Date”) "COMPLIANCE CERTIFICATION DATE"), (I) notify the Agent of such failure to complycomply and the amount of any prepayment required to be made, or additional Borrowing Base Eligible Assets required to be pledged, under this CLAUSE (b), and (II) on the Business Day next succeeding such Determination Date (each such date, a “Compliance Certification Date”) prepay Advances (together with Yield thereon) and/or pledge to the Agent additional Borrowing Base Eligible Assets in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; providedPROVIDED, howeverHOWEVER, that to the extent the Borrower does not have sufficient available funds and/or additional Borrowing Base Eligible Assets to pledge to the Agent to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available fundsfunds and pledge any Borrowing Base Eligible Assets to the Agent, if applicable; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth (12th) Business Day following such Determination Date either (A) acquire and pledge to the Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Adjusted Asset Value at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding as determined on such Compliance Certification Date, or (B) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, Outstanding as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Agent a certificate, signed by an Responsible Officer Authorized Signatory of the Borrower, that (1) certifies the amount of the compliance shortfall shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with CLAUSE (B) above, or (y) acquire additional Borrowing Base Eligible Assets in accordance with CLAUSE (A) above and specifies the identity and Adjusted Asset Value of the Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of CLAUSE (A) of this SECTION 2.05(b), and (23) certifies that the requirements of this Section SECTION 2.05(b) shall be satisfied on or prior to the twelfth (12th) Business Day following such Determination Date. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the The amount of each prepayment under this Section SECTION 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.

Prepayment of the Advances. (a) The Borrower shall have the right at any time and from time to time, upon not less than one two (12) Business Day’s Days' prior written notice in the form of Exhibit D hereto or telephonic notice (in the case of telephonic notice, promptly confirmed in writing in the form of Exhibit D heretowriting) to the Program Agent and each Managing Agent specifying the date and amount of such prepayment, to prepay (without any premium or penalty, except for any Liquidation Fee or amount payable under Section 2.08) all or a portion of the outstanding Advances, together with unpaid Yield on all Advances that are paid in full on such date of prepaymentthereon, on a Business Day; provided provided, that any such prepayment, if a partial prepayment, shall be at least $1,000,000 2,000,000 and in integral multiples of $100,000 in excess thereof. (b) If on any Business Day Determination Date the Borrower is not in full compliance with the Borrowing Base Test, the Borrower shall on such date of date of determination (a “Determination Date”) Date (I) notify the Program Agent and each Managing Agent of such failure to comply, and (II) on the Business Day next succeeding such Determination Date (each such date, a “"Compliance Certification Certification. Date”") prepay Advances (together with Yield thereon) in an amount necessary to cause the Borrower to be in full compliance with the Borrowing Base Test on such Compliance Certification Date; provided, however, that to the extent the Borrower does not have sufficient available funds to fully cure such compliance shortfall on such Compliance Certification Date, then the Borrower shall (i) on such Compliance Certification Date prepay outstanding Advances in the amount of its available funds; (ii) as promptly as practicable and in any event no later than the close of business on the twelfth tenth (12th10th) Business Day following such Determination Date either (A) acquire and pledge to the Program Agent under this Agreement and the Control Agreement additional Borrowing Base Eligible Assets having an Adjusted Asset Value at least sufficient to cause the Borrowing Base to be at least equal to the product of (x) 1.05, and (y) Credits Outstanding, as determined on such Compliance Certification Date, or (B) prepay Advances in a principal amount (and pay the Yield thereon) at least sufficient to cause the Borrowing Base Base. to be at least equal to the product of (x) 1.05 and (y) the Credits Outstanding, as determined on such Compliance Certification Date; and (iii) no later than the close of business on such Compliance Certification Date, deliver to the Program Agent and each Managing Agent a certificate, signed by an Responsible Officer of the Borrower, that (1) certifies the amount of the compliance shortfall shortfall, (2) specifies whether the Borrower shall either (x) prepay the Advances in accordance with clause (B) above, or (y) acquire additional Borrowing Base Eligible Assets in accordance with clause (A) above and specifies the identity and Adjusted Asset Value of the Borrowing Base Eligible Assets for which the Borrower has entered into corrective trades in order to satisfy the requirements of clause (A) of this Section 2.05(b), and (23) certifies that the requirements of this Section 2.05(b) shall be satisfied on or prior to the twelfth tenth (12th10th) Business Day following such Determination Date. (c) If at any time the aggregate credit extended by the Lenders and the Secondary Lenders in connection with this Agreement exceeds the sum of (x) the product of (a) the Margin Stock Percentage multiplied by (b) the current market value (as defined in Regulation U) of all Margin Stock of the Borrower, plus, (y) the good faith loan value (as determined in accordance with Regulation U) of all other Assets of the Borrower, the Borrower shall immediately prepay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon. (d) Subject to Section 7.03, the The amount of each prepayment under this Section 2.05 shall be applied ratably to the Advances of each Lender and each Secondary Lender in the order in which such Advances were made by such Lender or Secondary Lender; provided, however, that the amount of such prepayment shall be applied first to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Alternate Base Rate, second to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the Eurodollar Rate, and third to any outstanding Advances of the applicable Lender or Secondary Lender in respect of which Yield is computed by reference to the CP Rate. (e) If at any time the aggregate outstanding principal balance of the Advances exceeds the Total Commitment, the Borrower shall immediately repay the outstanding Advances in an amount equal to such excess, together with all accrued and unpaid Yield thereon.