Common use of Prepayments of Advances Clause in Contracts

Prepayments of Advances. The Company may, upon notice not later than 11:00 A.M. (New York City time) one Business Day prior to the date of such prepayment, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Company shall, prepay the outstanding principal amount of the Advances of any Class comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than $10,000,000 or a multiple of $1,000,000 in excess thereof, and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, the Company shall be obligated to reimburse the Lenders in respect of any such Borrowing pursuant to Section 9.04(c) for any such prepayment other than on the last day of the Interest Period for such Advance. Optional prepayments shall be applied to Advances (and, in the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior to the date of the proposed prepayment) if such condition is not satisfied. The Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such notice of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such date.

Prepayments of Advances. The Company Any Borrower may, upon notice not to the Administrative Agent (a “Prepayment Notice”) no later than 11:00 A.M. a.m. (New York City time) one on the Business Day of the proposed date of the prepayment in the case of Alternate Base Rate Advances of any Class and on the third Business Day prior to the proposed date of such prepaymentthe prepayment in the case of Eurodollar Rate Advances of any Class, to the Agent in each case stating the proposed date and aggregate principal amount of the prepaymentprepayment of Advances of such Class, and if such notice is given the Company such Borrower shall, prepay the outstanding principal amount of the Class of Advances of any Class owed by such Borrower comprising part of the same Borrowing of such Class specified by such Borrower in such notice in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than $10,000,000 5,000,000 or a an integral multiple of $1,000,000 in excess thereof, and (y) in the event of any such prepayment of a Eurocurrency Eurodollar Rate Advance, the Company such Borrower shall be obligated to reimburse the Lenders in respect of any such Borrowing thereof pursuant to Section 9.04(c) for 2.23, provided, further, however, that if an Event of Default has occurred and is continuing, rather than any such prepayment other than on being applied to the last day Class of Advances specified in the Interest Period for Prepayment Notice or as otherwise directed by the Borrower, such Advance. Optional prepayments prepayment shall be applied to Advances (and, in the case same manner as payments received are applied after an exercise of 5-Year Tranche Advances, remedies pursuant to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior to the date of the proposed prepayment) if such condition is not satisfied. The Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such notice of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such date6.01.

Prepayments of Advances. (a) The Company Borrowers may, upon at least two (2) Business Days’ notice not later than 11:00 A.M. (New York City time) one Business Day prior to the date of such prepayment, to the Administrative Agent stating (i) the proposed date and aggregate principal amount of the prepaymentprepayment and (ii) the Advances (which shall be part of the same Borrowing) to which such prepayment is to be applied, and if such notice is given the Company shall, Borrowers shall be jointly and severally obligated to prepay the outstanding principal amount amounts of the Advances of any Class comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount Dollar Amount of not less than $10,000,000 or a and in an integral Dollar Amount multiple of $1,000,000 in excess thereof, thereof and (y) in the event case of any such prepayment of a Eurocurrency Rate Advance, the Company Borrowers shall be jointly and severally obligated to reimburse the Lenders applicable Banks in respect of any such Borrowing thereof pursuant to Section 9.04(c8.04(b). (b) for If on any date that the Dollar Amount of Eurocurrency Rate Advances outstanding in an Agreed Currency is determined pursuant to Section 2.15 (each such prepayment date, a “Computation Date”), it is determined that as a result of currency fluctuations with respect to the Advances to which such Computation Date applies, the aggregate Dollar Amount of all outstanding Advances exceeds the Total Commitment, the Borrowers shall be jointly and severally obligated on such date to prepay (without premium or penalty other than on any payment required pursuant to Section 8.04(b)) an aggregate principal amount of Revolving Credit Advances (or Term Loan Advances, if applicable) ratably to the last day Banks in an amount equal to or, at the option of the Interest Period for Borrowers, greater than such Advance. Optional prepayments shall be applied to Advances (andexcess, in the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior with accrued interest to the date of such prepayment on the proposed prepayment) if such condition is not satisfiedprincipal amount prepaid. The Company Borrowers may determine which Borrowing such prepayment shall indemnify each Lender against be allocated to, and any loss, cost or expense incurred by such Lender as a result prepayment of any failure Eurocurrency Rate Advances shall be subject to fulfill on or before the date specified in such notice provisions of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profitsSection 8.04(b), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such date.

Prepayments of Advances. The Company may, upon notice not later than 11:00 A.M. (New York City time) one Business Day prior to the date of such prepayment, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Company shall, prepay the outstanding principal amount of the Advances of any Class comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than $10,000,000 or a multiple of $1,000,000 in excess thereof, and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, the Company shall be obligated to reimburse the Lenders in respect of any such Borrowing pursuant to Section 9.04(c) for any such prepayment other than on the last day of the Interest Period for such Advance. Optional prepayments shall be applied to Advances (and, in the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior to the date of the proposed prepayment) if such condition is not satisfied. The Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such notice of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such date.

Prepayments of Advances. The Company (a) Any Borrower may, upon at least two (2) Business Days’ notice not later than 11:00 A.M. (New York City time) one Business Day prior to the date of such prepayment, to the Agent stating (i) the proposed date and aggregate principal amount of the prepaymentprepayment and (ii) the Advances (which shall be part of the same Borrowing) to which such prepayment is to be applied, and if such notice is given the Company such Borrower shall, prepay the outstanding principal amount amounts of the Advances of any Class comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than $10,000,000 or a and in an integral multiple of $1,000,000 in excess thereof, thereof and (y) in the event case of any such prepayment of a Eurocurrency Rate Advance, the Company such Borrower shall be obligated to reimburse the Lenders applicable Banks in respect of any such Borrowing thereof pursuant to Section 9.04(c8.04(b). (b) for On the date on which any Debt Issuance is consummated, the Borrowers jointly and severally agree to prepay the Advances then outstanding in an amount equal to the Net Cash Proceeds resulting from such Debt Issuance. Each such prepayment other than on the last day of the Interest Period for such Advance. Optional prepayments shall be applied to Advances (and, in the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior include accrued interest to the date of such prepayment on the proposed prepayment) if such condition is not satisfiedprincipal amount prepaid. The Company Borrowers also shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure be obligated to fulfill on or before the date specified in such notice of prepayment reimburse the applicable conditions set forth thereinBanks in respect thereof pursuant to Section 8.04(b). In addition, includingthe Commitments and Revolving Credit Commitments each shall be permanently and automatically reduced by the aggregate principal amount of each such prepayment under this Section 2.09(b) (with such reduction being shared ratably by the Banks based on their respective Commitments and Revolving Credit Commitments). The Borrowers shall notify the Agent of each such Debt Issuance no later than the consummation date therefor, without limitationand shall provide the Agent with the prepayment amounts due hereunder, any loss (excluding any loss of profits), cost or expense incurred by reason as well as the amount of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such dateCommitment and Revolving Credit Commitment reductions required hereby.

Prepayments of Advances. (a) The Company Obligors may, upon notice not later than 11:00 A.M. at least three (New York City time3) one Business Days' notice, in the case of LIBOR Rate Advances, and upon same Business Day notice prior to 11:00 a.m., Charlotte, North Carolina time, on such Business Day, in the date case of such prepaymentBase Rate Advances, to the Agent stating Administrative Agent, prepay without premium or penalty the proposed date and aggregate principal outstanding amount of the prepayment, and if such notice is given the Company shall, prepay the outstanding principal amount of the Advances of any Class comprising part of the same Borrowing Tender Advance in whole or ratably in part, together part with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than $10,000,000 5,000,000 (or, if lower, the principal amount outstanding hereunder on the date of such prepayment) or a an integral multiple of $1,000,000 in excess thereof, and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, the Company shall be obligated to reimburse the Lenders in respect of any such Borrowing pursuant to Section 9.04(c) for any such prepayment other than on the last day of the Interest Period for such Advance. Optional prepayments shall be applied to Advances (and, in the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata thereof and (y) in the case of 5any such prepayment of a LIBOR Rate Advance on a day other than the last day of an Interest Period for such LIBOR Rate Advance, the Obligors shall be obligated to reimburse the Banks in respect thereof pursuant to Section 9.07(b). (b) Prior to or simultaneously with the receipt of proceeds related to the remarketing of Bonds purchased pursuant to one or more Tender Drawings, the Obligors shall directly, or through the Remarketing Agent or the Tender Agent on behalf of the Obligors, repay or prepay (as the case may be) the then-Year Tranche outstanding Demand Loans and Tender Advances (in the order in which they were made) by paying to the Administrative Agent for the pro rata share of the Banks an amount equal to the sum of (i) the aggregate principal amount of the Bonds remarketed plus (ii) all accrued interest on the principal amount of Demand Loans and/or Tender Advances so repaid or prepaid plus (iii) in the case of prepayments of LIBOR Rate Advances, any amount payable to the amortization payments required by Banks in respect thereof pursuant to Section 2.06 in direct order of maturity. Any notice of prepayment by 9.07(b). (c) On the Company may be conditioned on the occurrence date of any eventtermination or reduction of the Commitments, the Obligors shall pay or prepay for the ratable accounts of the Banks so much of the principal amount outstanding under this Agreement as shall be necessary in which case order that the sum of (i) the principal amount outstanding (after giving effect to such notice may be revoked by prepayment) and (ii) the Company face amount of the Letters of Credit then issued and outstanding will not exceed the amount of the Commitments following such termination or reduction, together with (by notice delivered to the Agent on or prior i) accrued interest to the date of such prepayment on the proposed prepaymentprincipal amount repaid or prepaid and (ii) if such condition is not satisfied. The Company in the case of prepayments of LIBOR Rate Advances, any amount payable to the Banks pursuant to Section 9.07(b). (d) On the Termination Date, the Obligors shall indemnify each Lender against any losspay for the ratable accounts of the Banks the principal amount outstanding under this Agreement, cost or expense incurred by such Lender as a result of any failure together with (i) accrued interest to fulfill on or before the date specified of such payment on the principal amount repaid and (ii) in such notice the case of prepayment the applicable conditions set forth therein, including, without limitationprepayments of LIBOR Rate Advances, any loss (excluding any loss of profitsamount payable to the Banks pursuant to Section 9.07(b), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such date.

Prepayments of Advances. The Company Any Borrower may, upon notice not to the Administrative Agent (a “Prepayment Notice”) no later than 11:00 A.M. a.m. (New York City time) one on the Business Day of the proposed date of the prepayment in the case of Alternate Base Rate Advances of any Class, on the first U.S. Government Securities Business Day prior to the proposed date of such prepayment, the prepayment in the case of Daily Simple SOFR Rate Advances and on the third U.S. Government Securities Business Day prior to the Agent proposed date of the prepayment in the case of Term SOFR Rate Advances of any Class, in each case stating the proposed date and aggregate principal amount of the prepaymentprepayment of Advances of such Class, and if such notice is given the Company such Borrower shall, prepay the outstanding principal amount of the Class of Advances of any Class owed by such Borrower comprising part of the same Borrowing of such Class specified by such Borrower in such notice in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than $10,000,000 5,000,000 or a an integral multiple of $1,000,000 in excess thereof, and (y) in the event of any such prepayment of a Eurocurrency Term SOFR Rate Advance, the Company such Borrower shall be obligated to reimburse the Lenders in respect of any such Borrowing thereof pursuant to Section 9.04(c) for 2.23, provided, further, however, that if an Event of Default has occurred and is continuing, rather than any such prepayment other than on being applied to the last day Class of Advances specified in the Interest Period for Prepayment Notice or as otherwise directed by the Borrower, such Advance. Optional prepayments prepayment shall be applied to Advances (and, in the case same manner as payments received are applied after an exercise of 5-Year Tranche Advances, remedies pursuant to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior to the date of the proposed prepayment) if such condition is not satisfied. The Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such notice of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such date6.01.

Prepayments of Advances. (a) The Company Borrower may, upon notice not later than 11:00 A.M. 1:00 P.M. (New York City time) one at least two Business Day Days prior to the date of such prepayment, in the case of Eurodollar Rate Advances, and not later than 1:00 P.M. (New York City time) on the date of such prepayment, in the case of Base Rate Advances, to the Agent (which shall promptly notify each of the Lenders) stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Company Borrower shall, prepay the outstanding principal amount of the Advances of any Class comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than $10,000,000 1,000,000 or a an integral multiple of $1,000,000 in excess thereof, and (y) in the event of any such prepayment of a Eurocurrency Eurodollar Rate Advance, the Company Borrower shall be obligated to reimburse the Lenders in respect of any such Borrowing thereof pursuant to Section 9.04(c8.04(c). (b) for In the event that the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Equity Issuance or the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance or Asset Sale, in each case after the Closing Date, then the Borrower shall prepay the Advances in an amount equal to 100% of such Net Cash Proceeds not later than five Business Days following the receipt by the Borrower or any such prepayment other Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (and not later than on the last day date of receipt thereof) notify the Agent of the Interest Period for receipt by the Borrower or its Subsidiary, as applicable, of such AdvanceNet Cash Proceeds from any Equity Issuance, Debt Issuance or Asset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Optional prepayments Each prepayment of Advances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to Advances (andthe date fixed for prepayment, plus, in the case of 5-Year Tranche any Eurodollar Rate Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, amounts due to the amortization payments required by Lenders under Section 2.06 in direct order of maturity8.04(c). Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered Notwithstanding anything to the contrary herein, mandatory prepayments with respect to Net Cash Proceeds received by a foreign Subsidiary shall not be required if and for so long as the Borrower has reasonably determined in consultation with the Agent on or prior that repatriation to the date of the proposed prepayment) if such condition is not satisfied. The Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such notice of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation Borrower of such prepaymentNet Cash Proceeds would have material adverse tax consequences or would violate any law applicable to, as a result of or the organizational documents of, such failure, is not made on such dateforeign Subsidiary.

Prepayments of Advances. The Company may, upon notice not later than 11:00 A.M. (New York City time) one Business Day prior to the date of such prepayment, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Company shall, prepay the outstanding principal amount of the Advances of any Class comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than $10,000,000 or a multiple of $1,000,000 in excess thereof, and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, the Company shall be obligated to reimburse the Lenders in respect of any such Borrowing pursuant to Section 9.04(c) for any such prepayment other than on the last day of the Interest Period for such Advance. Optional prepayments shall be applied to the Advances (and, in of the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturityLenders ratably. Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior to the date of the proposed prepayment) if such condition is not satisfied. The Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such notice of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such date.

Prepayments of Advances. The Company may, upon notice not later than 11:00 A.M. (New York City time) one onethree U.S. Government Securities Business Day Days prior to the date of such prepayment, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Company shall, prepay the outstanding principal amount of the Advances of any Class comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than $10,000,000 or a multiple of $1,000,000 in excess thereof, and (y) in the event of any such prepayment of a Eurocurrency EurocurrencyTerm Benchmark Rate Advance, the Company shall be obligated to reimburse the Lenders in respect of any such Borrowing pursuant to Section 9.04(c) for any such prepayment other than on the last day of the Interest Period for such Advance. Optional prepayments shall be applied to Advances (and, in the case of 5-Year Tranche Xxxxxxx Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior to the date of the proposed prepayment) if such condition is not satisfied. The Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such notice of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such date.

Prepayments of Advances. (a) The Company Borrowers may, upon at least two (2) Business Days� notice not later than 11:00 A.M. (New York City time) one Business Day prior to the date of such prepayment, to the Administrative Agent stating (i) the proposed date and aggregate principal amount of the prepaymentprepayment and (ii) the Advances (which shall be part of the same Borrowing) to which such prepayment is to be applied, and if such notice is given the Company shall, Borrowers shall be jointly and severally obligated to prepay the outstanding principal amount amounts of the Advances of any Class comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount Dollar Amount of not less than $10,000,000 or a and in an integral Dollar Amount multiple of $1,000,000 in excess thereof, thereof and (y) in the event case of any such prepayment of a Eurocurrency Rate Advance, the Company Borrowers shall be jointly and severally obligated to reimburse the Lenders applicable Banks in respect of any such Borrowing thereof pursuant to Section 9.04(c8.04(b). (b) for If on any date that the Dollar Amount of Eurocurrency Rate Advances outstanding in an Agreed Currency is determined pursuant to Section 2.15 (each such prepayment date, a �Computation Date�), it is determined that as a result of currency fluctuations with respect to the Advances to which such Computation Date applies, the aggregate Dollar Amount of all outstanding Advances exceeds the Total Commitment, the Borrowers shall be jointly and severally obligated on such date to prepay (without premium or penalty other than on any payment required pursuant to Section 8.04(b)) an aggregate principal amount of Revolving Credit Advances (or Term Loan Advances, if applicable) ratably to the last day Banks in an amount equal to or, at the option of the Interest Period for Borrowers, greater than such Advance. Optional prepayments shall be applied to Advances (andexcess, in the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior with accrued interest to the date of such prepayment on the proposed prepayment) if such condition is not satisfiedprincipal amount prepaid. The Company Borrowers may determine which Borrowing such prepayment shall indemnify each Lender against be allocated to, and any loss, cost or expense incurred by such Lender as a result prepayment of any failure Eurocurrency Rate Advances shall be subject to fulfill on or before the date specified in such notice provisions of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profitsSection 8.04(b), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such date.

Prepayments of Advances. The Company (a) Subject to the prior Discharge of Senior Lien Obligations, the Borrowers may, at their option, permanently prepay, at any time during the term of this Agreement, all or any portion of any of the Advances without premium or penalty (except as provided in Section 2.6(e)) upon irrevocable written notice not later than 11:00 A.M. delivered to the Agent by the Borrowing Agent at least (New York City timei) one Business Day prior to the date of prepayment in the case of Domestic Rate Loans or (ii) three Business Days prior to the date of prepayment in the case of LIBOR Rate Loans, which notice shall specify the date and amount of such prepayment, to . Upon receipt of any such notice the Agent stating the proposed date and aggregate principal amount of the prepayment, and if shall promptly notify each Lender thereof. If any such notice is given given, the Company shall, prepay amount specified in such notice shall be due and payable on the outstanding principal amount of the Advances of any Class comprising part of the same Borrowing in whole or ratably in partdate specified therein, together with accrued interest to the such date of such prepayment on the principal amount prepaid; provided, however, . The Borrowing Agent’s notice may state that (x) each partial prepayment such notice is conditioned upon the effectiveness of Advances shall be in an aggregate principal amount of not less than $10,000,000 other credit facilities or a multiple of $1,000,000 in excess thereof, and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, the Company shall be obligated to reimburse the Lenders in respect of any such Borrowing pursuant to Section 9.04(c) for any such prepayment one or more other than on the last day of the Interest Period for such Advance. Optional prepayments shall be applied to Advances (and, in the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence of any eventevents specified therein, in which case such notice may be revoked by the Company Borrowing Agent (by notice delivered to the Agent on or prior to the date of the proposed prepaymentspecified effective date) if such condition is not satisfied. The Company Partial prepayments of Advances shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. In the event that any prepayment of a LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(d) hereof. (b) After the Discharge of Senior Lien Obligations, in the event and on each Lender against occasion that any lossNet Cash Proceeds are received by or on behalf of any Credit Party in respect of any Prepayment Event, cost Borrowers shall (A) immediately in the case of any Prepayment Event described in clause (c) of the definition thereof and (B) no later than three Business Days after such Net Cash Proceeds are received by any Credit Party in the case of any Prepayment Event described in clause (a) or expense incurred (b) of the definition thereof, prepay (or cause such other Credit Parties to prepay) the Advances in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if such Prepayment Event is of the type described in clause (a) or (b) of the definition thereof, (x) the Net Proceeds thereof are promptly deposited into an account in which the Agent has a perfected security interest, for reinvestment (which investment may include the repair, restoration or replacement of the affected assets or reimbursement of the Credit Parties for amounts already expended in connection with such Prepayment Event) in Collateral (provided, however, that pending such investment, all such Net Cash Proceeds may be applied to prepay any obligations under the Revolving Credit Agreement to the extent outstanding (without a reduction in the revolving commitments thereunder)) (each, a “reinvestment”) within one hundred eighty (180) days following receipt of such Net Proceeds and (y) no Event of Default shall have occurred and be continuing at the time of the sale of such property, at the time of reinvestment or at any time during such 180-day period, then the Borrowers may reinvest such Net Cash Proceeds in like-kind assets and/or Collateral without having to repay the Obligations in accordance with this Section 2.6. Notwithstanding the foregoing, (A) if any Event of Default occurs while reinvestment is pending, (B) the Borrowers have determined not to make any such reinvestment within such 180-day period or (C) the Net Cash Proceeds have not been so reinvested during such 180-day period, the Net Cash Proceeds will be promptly applied to repay the Obligations in accordance with this Section 2.6. To the extent such prepayment would result in the payment of breakage costs under Section 2.2(d), such prepayment shall be deferred until the last day of the applicable Interest Period or such breakage costs shall be waived, at the election of the Required Lenders. (c) Notwithstanding the foregoing, with respect to any asset that is Collateral under the Security Documents and also secures any other Indebtedness that is secured by such Lender a Lien that has a higher priority than the Lien granted to the Agent, no prepayment required pursuant to this Section 2.6 as a result of any failure event described in clause (a) or (b) of the definition of “Prepayment Event” with respect to fulfill on such asset shall be required or before permitted unless (A) there is no principal amount outstanding under the documents governing such other Indebtedness and all such other Indebtedness then due and payable shall have been paid in full in cash, (B) the lender or lenders holding such other Indebtedness have waived the corresponding prepayment under and in accordance with the documents governing such other Indebtedness and the prepayment hereunder is permitted under such documents or (C) so long as the Revolving Credit Agreement is outstanding, the aggregate of the Net Cash Proceeds from such Prepayment Event plus Excess Availability is at least $45,000,000. (d) Not later than five (5) Business Days after the date specified that the annual financial statements are required to be delivered under Section 9.7 hereof (commencing with the financial statements for the fiscal year ending December 31, 2018) (the “ECF Payment Date”), Borrowers shall prepay the Advances in an aggregate principal amount equal to 50% of the Excess Cash Flow for such notice fiscal year minus the aggregate principal amount of the Advances voluntarily prepaid during such fiscal year; provided that, as so long as the Revolving Credit Agreement is outstanding, such prepayment shall not be required unless, after giving pro forma effect to such prepayment, Excess Availability is at least $45,000,000 (the applicable conditions set forth therein“Excess Availability Condition”). If the full amount of the Excess Cash Flow payment due under this Section 2.6(d) cannot be paid because the Excess Availability Condition cannot be met, Borrowers shall pay such portion of the Excess Cash Flow payment on the ECF Payment Date that may be paid while satisfying the Excess Availability Condition, with any remaining portion of such Excess Cash Flow payment to be due and payable on the first Business Day of each month following the ECF Payment Date in the maximum amount that can be paid while still satisfying the Excess Availability Condition, until such Excess Cash Flow payment is paid in full. (e) In the event all or any portion of the Advances are (i) voluntarily prepaid under Section 2.6(a), (ii) prepaid under Section 2.6(b) as a result of any event described in clause (c) of the definition of “Prepayment Event” or (iii) accelerated in accordance with Article XI (including, without limitation, any loss (excluding any loss automatic acceleration upon an Event of profitsDefault under Section 10.7 or operation of law upon the occurrence of a bankruptcy or insolvency event), cost the Borrowers shall be required to pay (A) the Make Whole Amount if such prepayment or expense incurred by reason acceleration occurs on or prior to the first anniversary of the liquidation Closing Date or reemployment (B) the Applicable Prepayment Premium if such prepayment or acceleration occurs after the first anniversary of deposits the Closing Date. It is understood and agreed that in the event all or other funds acquired by such Lender any portion of the Advances are so prepaid or accelerated or otherwise become due prior to their maturity date, in anticipation each case, in respect of any Event of Default (including, but not limited to, an Event of Default under Section 10.7 or operation of law upon the occurrence of a bankruptcy or insolvency event), the Make Whole Amount or Applicable Prepayment Premium (the “Prepayment Premium”) applicable at the time of such prepaymentprepayment or acceleration shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any Prepayment Premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and the Borrowers agree that it is reasonable under the circumstances currently existing. The Prepayment Premium shall also be payable in the event that the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. EACH CREDIT PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH SUCH PREPAYMENT PREMIUM OR ACCELERATION. The Borrowers expressly agree (to the fullest extent that each may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrowers giving specific consideration in this transaction for such failure, agreement to pay the Prepayment Premium; and (D) the Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrowers expressly acknowledge that their agreement to pay the Prepayment Premium to the Lenders as herein described is not made on such datea material inducement to the Lenders to provide the Commitments and make the Advances.

Prepayments of Advances. The Company may(a) Upon notice, upon notice given not later than 11:00 A.M. a.m. (New York City time) one on the date of a proposed prepayment for Base Rate Advances and on the third Business Day prior to the date of such prepaymentprepayment for Eurodollar Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepaymentBorrower may, and if such notice is given the Company Borrower shall, prepay the outstanding principal amount amounts of the Advances of any Class comprising constituting part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (xi) each partial prepayment of Advances shall be in an aggregate principal amount of not less than $10,000,000 5,000,000 or a an integral multiple of $1,000,000 in excess thereofthereof (or, if less, the aggregate amount of all Advances constituting the same Borrowing), and (yii) in the event case of any such prepayment of a Eurocurrency Eurodollar Rate Advance, the Company Borrower shall be obligated to reimburse the Lenders Banks in respect of any such Borrowing thereof pursuant to Section 9.04(c8.04(b). Except as provided in this Section 2.09, the Borrower shall not have any right to prepay any principal amount of any Advances. (b) for No later than one Business Day following the date of receipt by the Borrower or any such prepayment other than on the last day Subsidiary of the Interest Period for such Advance. Optional prepayments Borrower of Net Proceeds, the Borrower shall be applied to prepay the outstanding principal amounts of the Advances (andconstituting part of the same Borrowing in whole or ratably in part, in the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior together with accrued interest to the date of such prepayment on the proposed prepaymentprincipal amount prepaid, in an amount equal to the lesser of (i) if 100% of such condition is not satisfied. The Company shall indemnify each Lender against any lossNet Proceeds and (ii) the principal amounts of the Advances outstanding and constituting part of the same Borrowing in whole or ratably in part, cost or expense incurred by such Lender as a result of any failure together with accrued interest to fulfill on or before the date specified in such notice of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made prepayment on such datethe principal amount prepaid.

Prepayments of Advances. (a) The Company Borrower may, upon notice not later than 11:00 A.M. (New York City time) one Business Day prior at its option, prepay Base Rate Advances at any time in whole, or from time to time in part, in principal amounts aggregating $1,000,000 and in integral multiples of $500,000 in excess of that amount, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of such prepayment. Eurodollar Rate Advances may be prepaid, at the Borrower's option, and subject to the Agent stating the proposed date and aggregate principal amount payment of the prepaymentfunding losses pursuant to Section 3.13, and if such notice is given the Company shallin whole, prepay the outstanding principal amount of the Advances of any Class comprising part of the same Borrowing in whole or ratably from time to time in part, in principal amounts aggregating $1,000,000 and in integral multiples of $500,000 in excess of that amount, by paying the principal amount to be prepaid together with interest accrued interest and unpaid thereon to the date of prepayment. Notwithstanding the foregoing, however, the Borrower may prepay in an amount which is not an integral multiple of $500,000, if prepayment in such an amount would be necessary in order for the Borrower to reduce the Borrower's Obligations Outstanding under this Agreement to effect a concurrent reduction in the Total Revolving Credit Commitment or the Total Commercial Paper Commitment pursuant to Section 3.01. Each Bank's Pro Rata Share of any such optional prepayment shall be applied to prepay the Loans of such Bank. (b) The Borrower shall give written notice (or telephone notice confirmed in writing) to the Agent of any intended prepayment of Base Rate Advances prior to such prepayment on the principal amount prepaid; provided, however, that same day as such prepayment. The Borrower shall give written notice (xor telephone notice confirmed in writing) each partial to the Agent of any prepayment of Eurodollar Rate Advances shall be in an aggregate principal amount of not less than $10,000,000 or a multiple three (3) Business Days prior to any prepayment of $1,000,000 in excess thereofEurodollar Rate Advances. Such notice, and (y) in the event once given, shall be irrevocable. Upon receipt of any such notice of prepayment, the Agent shall promptly (and in no event later than noon on the next Business Day) notify each Bank of the contents of the notice and of such Bank's Pro Rata Share of such prepayment. (c) The Borrower may designate (by written notice or by telephone notice confirmed in writing received by the Agent) the Types of Advances and the specific Advances which are to be prepaid. The Borrower shall pay any cost incurred by any Bank as a result of prepayment in connection with any prepayment not specifically permitted under this Agreement. The Agent shall apply each prepayment made pursuant to a single Borrowing pro rata among the Loans comprising such Borrowing. In the absence of a Eurocurrency Rate Advancedesignation by the Borrower, the Company Agent shall, subject to the above, apply the prepayment first to prepay Base Rate Advances and then, after Base Rate Advances have been paid in full, to prepay Eurodollar Rate Advances selected by the Agent, in its sole discretion. All prepayments shall be obligated to reimburse the Lenders in respect include payment of any such Borrowing pursuant to Section 9.04(c) for any such prepayment other than accrued interest on the last day of the Interest Period for such Advance. Optional prepayments principal amount so prepaid and shall be applied to Advances the payment of interest before application to principal. (and, in the case of 5-Year Tranche Advances, to amortization payments thereofd) Other than as directed by the Companyset forth above, and absent any directionin Section 3.13, and as otherwise set forth in this Agreement, no additional payment, or premium or penalty, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment owed or paid by the Company may be conditioned on the occurrence of any event, in which case such notice may be revoked by the Company (by notice delivered Borrower with respect to the Agent on or prior to the date of the proposed a prepayment) if such condition is not satisfied. The Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such notice of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such date.

Prepayments of Advances. (a) The Company Borrower may, upon notice at least three Business Days' prior to the date of such prepayment, in the case of Eurodollar Rate Advances, and not later than 11:00 A.M. (New York City time) one Business Day prior to on the date of such prepayment, in the case of Base Rate Advances, deliver to the Agent written notice stating the proposed date and aggregate principal amount of the prepayment, and and, if such notice is given given, the Company shall, Borrower shall prepay the outstanding principal amount of the Advances of any Class comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of Advances shall be in an aggregate principal amount of not less than $10,000,000 or a an integral multiple of $1,000,000 in excess thereof, thereof and (y) in the event of any such prepayment of a Eurocurrency Eurodollar Rate Advance, the Company Borrower shall be obligated to reimburse the Lenders in respect of any such Borrowing thereof pursuant to Section 9.04(c8.04(c). (b) for In the event and on each occasion that any such prepayment other than Net Cash Proceeds are received by or on the last day behalf of the Interest Period for such Advance. Optional prepayments shall be applied to Advances (and, Borrower or any Subsidiary in the case of 5-Year Tranche Advances, to amortization payments thereof) as directed by the Company, and absent any direction, shall be applied (x) to 3-Year Tranche Advances and 5-Year Tranche Advances pro rata and (y) in the case of 5-Year Tranche Advances, to the amortization payments required by Section 2.06 in direct order of maturity. Any notice of prepayment by the Company may be conditioned on the occurrence respect of any eventPrepayment Event, the Borrower shall, immediately after such Net Cash Proceeds are received, prepay the outstanding principal amount of the Advances ratably in which case such notice may be revoked by the Company (by notice delivered to the Agent on or prior part, together with accrued interest to the date of such prepayment on the proposed prepayment) if principal amount prepaid, in an aggregate amount equal to such condition is not satisfied. The Company shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result Net Cash Proceeds; provided that in the event of any failure such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to fulfill on or before reimburse the date specified Lenders in such notice of prepayment the applicable conditions set forth therein, including, without limitation, any loss (excluding any loss of profitsrespect thereof pursuant to Section 8.04(c), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender in anticipation of such prepayment, as a result of such failure, is not made on such date.