Common use of Prepayments of Loans Clause in Contracts

Prepayments of Loans. (a) In addition to the mandatory prepayments required by Section 2.3 hereof, the Company shall have the right, at its option, to prepay the Loans in whole at any time or in part from time to time, without premium or penalty, except as provided in this Section or subsections (a), (b) or (c) of Section 2.10 hereof. Each partial prepayment under this subsection shall be a principal amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. Each prepayment under this subsection shall be applied to the prepayment of the aggregate unpaid principal amount of the Notes. Prepayments under this Agreement shall be subject to the following additional conditions: i. In giving notice of prepayment as hereinafter provided, the Company shall specify, for the purpose of paragraphs (ii) and (iii) immediately following, the manner of application of such prepayment as between any outstanding Alternate Base Rate Borrowings and LIBOR Rate Borrowings; provided, that in no event shall any LIBOR Rate Borrowing be partially prepaid. ii. Prepayments applied to any LIBOR Rate Borrowing may be made on any LIBOR Business Day, provided, that (A) the Company shall have given the Agent at least two (2) LIBOR Business Days' prior irrevocable written or facsimile notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing to be prepaid, the particular LIBOR Rate Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the LIBOR Interest Period corresponding to the LIBOR Rate Borrowing to be prepaid, the Company shall pay directly to the Agent for the account of the Lenders, on the last day of such LIBOR Interest Period, the Consequential Loss as a result of such prepayment. iii. Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided that the Company shall have given the Agent at least five (5) Business Days prior irrevocable written notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid and the prepayment date. (b) Notice of any prepayment having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, shall be due and payable on such prepayment date. (c) Any Lender may, if it so elects, fulfill its obligation as to any LIBOR Rate Borrowing by causing a branch, foreign or otherwise, or Affiliate of such Lender to make such Loans and may transfer and carry such Loans at, to or for the account of any branch office or Affiliate of such Lender; provided, that in such event for the purposes of this Agreement such Loans shall be deemed to have been made by such Lender and the obligation of the Company to repay such Loans shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such portions of the Loan, for the account of such branch or affiliate. (d) Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period. (e) The Company's obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 hereof shall survive termination of this Agreement.

Prepayments of Loans. (a) In addition to the mandatory prepayments required by Section 2.3 hereof, the Company shall have the right, at its option, to prepay the Loans in whole at any time or in part from time to time, without premium or penalty, except as provided in this Section or subsections (a), (b) or (c) of Section 2.10 hereof. Each partial prepayment under this subsection shall be a principal amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. Each prepayment under this subsection shall be applied to the prepayment of the aggregate unpaid principal amount of the Notes. Prepayments under this Agreement shall be subject to the following additional conditions: i. In giving notice of prepayment as hereinafter provided, the Company shall specify, for the purpose of paragraphs (ii) and (iii) immediately following, the manner of application of such prepayment as between any outstanding Alternate Base Rate Borrowings and LIBOR Rate Borrowings; provided, that in no event shall any LIBOR Rate Borrowing be partially prepaid. ii. Prepayments applied to any LIBOR Rate Borrowing may be made on any LIBOR Business Day, provided, that (A) the Company shall have given the Agent at least two (2) LIBOR Business Days' ’ prior irrevocable written or facsimile notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing to be prepaid, the particular LIBOR Rate Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the LIBOR Interest Period corresponding to the LIBOR Rate Borrowing to be prepaid, the Company shall pay directly to the Agent for the account of the Lenders, on the last day of such LIBOR Interest Period, the Consequential Loss as a result of such prepayment. iii. Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided that the Company shall have given the Agent at least five (5) Business Days prior irrevocable written notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid and the prepayment date. (b) Notice of any prepayment having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, shall be due and payable on such prepayment date. (c) Any Lender may, if it so elects, fulfill its obligation as to any LIBOR Rate Borrowing by causing a branch, foreign or otherwise, or Affiliate of such Lender to make such Loans and may transfer and carry such Loans at, to or for the account of any branch office or Affiliate of such Lender; provided, that in such event for the purposes of this Agreement such Loans shall be deemed to have been made by such Lender and the obligation of the Company to repay such Loans shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such portions of the Loan, for the account of such branch or affiliate. (d) Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period. (e) The Company's ’s obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 hereof shall survive termination of this Agreement.

Prepayments of Loans. (a) In addition to the mandatory prepayments required by Section 2.3 hereof, the Company shall have the right, at its option, to prepay the Loans in whole at any time or in part from time to time, without premium or penalty, except as provided in this Section or subsections (a), (b) or (c) of Section 2.10 2.11 hereof. Each partial prepayment under this subsection shall be a principal amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof500,000. Each prepayment under this subsection shall be applied to the prepayment of the aggregate unpaid principal amount of the Notes. Prepayments under this Agreement shall be subject to the following additional conditions: i. (1) In giving notice of prepayment as hereinafter provided, the Company shall specify, for the purpose of paragraphs (ii2) and (iii3) immediately following, the manner of application of such prepayment as between any outstanding Alternate Base Rate Borrowings and LIBOR Rate Borrowings; provided, that in no event shall any LIBOR Rate Borrowing be partially prepaid. ii. (2) Prepayments applied to any LIBOR Rate Borrowing may be made on any LIBOR Business Day, provided, that (Ai) the Company shall have given the Agent at least two five (25) LIBOR Business Days' ’ prior irrevocable written or facsimile telecopied notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing to be prepaid, the particular LIBOR Rate Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the LIBOR Interest Period corresponding to the LIBOR Rate Borrowing to be prepaid, the Company shall pay directly to the Agent for the account of the LendersBanks, on the last day of such LIBOR Interest Period, the Consequential Loss as a result of such prepayment. iii. (3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided that the Company shall have given the Agent at least five (5) Business Days prior irrevocable written notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid and the prepayment date. (b) Notice of any prepayment having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, shall be due and payable on such prepayment date. (c) Any Lender Bank may, if it so elects, fulfill its obligation as to any LIBOR Rate Borrowing by causing a branch, foreign or otherwise, or Affiliate of such Lender Bank to make such Loans and may transfer and carry such Loans at, to or for the account of any branch office or Affiliate of such LenderBank; provided, that in such event for the purposes of this Agreement such Loans shall be deemed to have been made by such Lender Bank and the obligation of the Company to repay such Loans shall nevertheless be to such Lender Bank and shall be deemed held by it, to the extent of such portions of the Loan, for the account of such branch or affiliate. (d) Notwithstanding any provision of this Agreement to the contrary, each Lender Bank shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender Bank had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period. (e) The Company's ’s obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 2.6 hereof shall survive termination of this Agreement.

Prepayments of Loans. (a) In addition to the mandatory prepayments required by Section 2.3 hereof, the Company Borrower shall have the right, at its option, to prepay the Loans in whole right at any time or in part and from time to time, time to prepay all or any part of the Loans without premium or penalty, in whole or in part, except as provided in this Section or subsections (a), (b) or (c) of Section 2.10 hereofParagraph 6. Each partial prepayment under this subsection shall be of a principal amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. Each prepayment under this subsection Loan shall be applied first to any prepayment charge (if applicable), second to accrued interest, and third, to installments of principal thereof in inverse order of their maturities. Amounts prepaid on the prepayment of the aggregate unpaid principal amount of the NotesAdvance/Term Note may not be reborrowed. Prepayments under this Agreement shall be subject to the following additional conditions: i. (i) In giving notice of prepayment as hereinafter provided, the Company Borrower shall specify, for the purpose of paragraphs subsections (ii) and (iii) immediately following, the manner of application of such prepayment as between any outstanding Alternate Base Rate Borrowings and LIBOR Rate Borrowings; provided, that any prepayment of any LIBOR Rate Borrowing shall be in the amount of at least $100,000.00 and in subsequent $100,000.00 increments and in no event shall any LIBOR Rate Borrowing be partially prepaidless than $100,000.00 after giving effect to any partial payment of any LIBOR Rate Borrowing. (ii. ) Prepayments applied to any LIBOR Rate Borrowing may be made on any LIBOR Business Day, provided, that (A) the Company Borrower shall have given the Agent Lender at least two five (25) LIBOR Business Days' prior irrevocable written or facsimile telephonic notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing to be prepaid, and the particular LIBOR Rate Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) provided, that if such prepayment is made on any day other than the last day of the LIBOR Interest Period corresponding to the LIBOR Rate Borrowing to be prepaid, the Company Borrower shall pay directly to the Agent for the account of the LendersLender, on the last day of such LIBOR Interest Period, the Consequential Loss of Lender as a result of such prepayment. (iii. ) Prepayments applied to any Alternate Base Rate Borrowing may be made in any amount and on any Business Day, provided that the Company Borrower shall have given the Agent at least five (5) Business Days prior Lender irrevocable written or telephonic notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of such prepayment no later than 12:00 noon, Austin, Texas time, on the Business Day of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid and the prepayment date. (b) Notice of any prepayment having been givengiven with regard to a LIBOR Rate Borrowing, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, shall be due and payable on such prepayment date. (c) Any Lender may, if it so elects, fulfill its obligation as to any LIBOR Rate Borrowing by causing a branch, foreign or otherwise, or Affiliate of such Lender to make such Loans and may transfer and carry such Loans at, to or for the account of any branch office or Affiliate of such Lender; provided, that in such event for the purposes of this Agreement such Loans shall be deemed to have been made by such Lender and the obligation of the Company to repay such Loans shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such portions of the Loan, for the account of such branch or affiliate. (d) Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period. (e) The Company's obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 hereof shall survive termination of this Agreement.

Prepayments of Loans. (a) In addition The Borrower may on any Business Day, upon notice to the mandatory prepayments required Agent (such notice to be in a form reasonably acceptable to the Agent, submitted by Section 2.3 hereof, a Responsible Officer) not later than 11:00 A.M. (New York City time) stating the Company shall have the right, at its option, to prepay the Loans in whole at any time or in part from time to time, without premium or penalty, except as provided in this Section or subsections (a), (b) or (c) of Section 2.10 hereof. Each partial prepayment under this subsection shall be a date and aggregate principal amount of not less than a proposed prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount of Loans comprising part of the same Borrowing in whole or ratably in part, or prepay outstanding Swing Line Loans, in each case, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount of $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, except that any prepayment of Base Rate Loans may be in any amount that causes the aggregate principal amount of all outstanding Base Rate Loans to be an integral multiple of $1,000,000. In the event of any prepayment of Eurodollar Rate Loans, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Subject to the foregoing terms, amounts prepaid under this Section 2.10 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment under this subsection shall be applied to the prepayment Loans of the applicable Lenders in accordance with their respective applicable Ratable Shares. In the event that the Revolving Credit Exposure exceeds the aggregate unpaid principal amount Revolving Credit Commitments at any time (for example, because the issuance of a Letter of Credit by an Issuing Bank on the Notes. Prepayments under this Agreement shall be subject same date that a new Advance is funded inadvertently causes the Revolving Credit Exposure to exceed the following additional conditions: i. In giving notice aggregate Revolving Credit Commitments as of prepayment as hereinafter providedsuch date), the Company Borrower shall specifyprepay Advances, for prepay Swing Line Loans and/or cash collateralize the purpose Letter of paragraphs (ii) and (iii) immediately following, the manner of application of Credit Exposure in an aggregate amount necessary to eliminate such prepayment as between any outstanding Alternate Base Rate Borrowings and LIBOR Rate Borrowingsexcess; provided, that in no event shall any LIBOR Rate Borrowing be partially prepaid. ii. Prepayments applied to any LIBOR Rate Borrowing may be made on any LIBOR Business Day, provided, that (A) the Company shall have given the Agent at least two (2) LIBOR Business Days' prior irrevocable written or facsimile notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing to be prepaid, the particular LIBOR Rate Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the LIBOR Interest Period corresponding to the LIBOR Rate Borrowing to be prepaid, the Company shall pay directly to the Agent for the account of the Lenders, on the last day of such LIBOR Interest Period, the Consequential Loss as a result of such prepayment. iii. Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided that the Company shall have given the Agent at least five (5) Business Days prior irrevocable written notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid and the prepayment date. (b) Notice of any prepayment having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, shall be due and payable on such prepayment date. (c) Any Lender may, if it so elects, fulfill its obligation as to any LIBOR Rate Borrowing by causing a branch, foreign or otherwise, or Affiliate of such Lender to make such Loans and may transfer and carry such Loans at, to or for the account of any branch office or Affiliate of such Lender; provided, that in such event for the purposes of this Agreement such Loans shall be deemed to have been made by such Lender and the obligation of the Company to repay such Loans shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such portions of the Loan, for the account of such branch or affiliate. (d) Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes Borrower shall not be required to cash collateralize the Letter of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding Credit Exposure pursuant to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period. (e) The Company's obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 hereof shall survive termination 2.10 unless after giving effect to any concurrent prepayment of this AgreementAdvances and/or Swing Line Loans, the Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments then in effect.

Prepayments of Loans. (a) In addition The Borrower may, upon notice to the mandatory prepayments required by Section 2.3 hereofAdministrative Agent, the Company shall have the right, at its option, to prepay the Loans in whole at any time or in part from time to time, time voluntarily prepay Loans in whole or in part without premium or penalty, except as ; provided that (i) such notice must be in this Section or subsections a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (a), A) three Business Days prior to any date of prepayment of Term SOFR Loans and (bB) or on the date of prepayment of ABR Loans; (cii) any prepayment of Section 2.10 hereof. Each partial prepayment under this subsection Term SOFR Loans shall be in a principal amount of not less than $10,000,000 5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Each prepayment under this subsection shall be applied to the prepayment of the aggregate unpaid principal amount of the Notes. Prepayments under this Agreement shall be subject to the following additional conditions: i. In giving notice of prepayment as hereinafter provided, the Company shall specify, for the purpose of paragraphs (ii) ; and (iii) immediately followingany prepayment of ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the manner of application entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment as between any outstanding Alternate Base Rate Borrowings and LIBOR Rate Borrowings; providedthe Type(s) of Loans to be prepaid and, that in no event shall any LIBOR Rate Borrowing be partially prepaid. ii. Prepayments applied to any LIBOR Rate Borrowing may be made on any LIBOR Business Day, provided, that (A) the Company shall have given the Agent at least two (2) LIBOR Business Days' prior irrevocable written or facsimile notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing if Term SOFR Loans are to be prepaid, the particular LIBOR Rate Borrowing to which Interest Period(s) of such prepayment is to be applied Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the LIBOR Interest Period corresponding to the LIBOR Rate Borrowing to be prepaid, the Company shall pay directly to the Agent for the account of the Lenders, on the last day amount of such LIBOR Interest Period, the Consequential Loss as a result Lender’s Applicable Percentage of such prepayment. iii. Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business DayIf such notice is given by the Borrower, provided that the Company Borrower shall have given the Agent at least five (5) Business Days prior irrevocable written notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of make such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid prepayment and the prepayment date. (b) Notice of any prepayment having been given, the principal payment amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, notice shall be due and payable on the date specified therein. Any such prepayment notice given in connection with a Debt Issuance may be conditioned upon the receipt of the proceeds from the issuance of such Permitted Additional Debt, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided that, the Borrower shall remain responsible for the payment of any losses, costs or other amounts set forth in Section 3.7. (b) If for any reason the Loan Balance at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Lender may, if it so elects, fulfill its obligation as to any LIBOR Rate Borrowing by causing prepayment of a branch, foreign or otherwise, or Affiliate of such Lender to make such Loans and may transfer and carry such Loans at, to or for the account of any branch office or Affiliate of such Lender; provided, that in such event for the purposes of this Agreement such Loans Loan shall be deemed to have been made accompanied by such Lender and all accrued interest on the obligation of the Company to repay such Loans shall nevertheless be to such Lender and shall be deemed held by it, amount prepaid to the extent of required by Section 3.1, together with any additional amounts required pursuant to Section 3.7. Subject to Section 2.8, each such portions prepayment shall be applied to the Loans of the Loan, for the account of such branch or affiliateLenders in accordance with their respective Applicable Percentages. (d) Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period. (e) The Company's obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 hereof shall survive termination of this Agreement.

Prepayments of Loans. (a) In addition to the mandatory prepayments required by Section 2.3 hereof, the Company The Borrower shall have the right, at its option, no right to prepay the any principal amount of any Loans in whole at any time or in part from time to time, without premium or penalty, except other than as provided in this Section or subsections (a), clause (b) below. (b) The Borrower may, on notice given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed prepayment (in the case of an Eurodollar Loans) or given not later than 11:00 A.M. (cNew York City time) on the Business Day of Section 2.10 hereof. Each partial the proposed prepayment under this subsection shall be a (in the case of ABR Loans), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Loans 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 shall be in an aggregate principal amount not less than $10,000,000 2,500,000 or an integral multiple of $1,000,000 in excess thereof. Each prepayment under this subsection shall be applied to thereof and (y) in the case of any such prepayment of the aggregate unpaid principal amount of the Notes. Prepayments under this Agreement shall be subject to the following additional conditions: i. In giving notice of prepayment as hereinafter provided, the Company shall specify, for the purpose of paragraphs (ii) and (iii) immediately following, the manner of application of such prepayment as between any outstanding Alternate Base Rate Borrowings and LIBOR Rate Borrowings; provided, that in no event shall any LIBOR Rate Borrowing be partially prepaid. ii. Prepayments applied to any LIBOR Rate Borrowing may be made a Eurodollar Loan on any LIBOR Business Day, provided, that (A) the Company shall have given the Agent at least two (2) LIBOR Business Days' prior irrevocable written or facsimile notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing to be prepaid, the particular LIBOR Rate Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any a day other than the last day of the LIBOR an Interest Period corresponding to the LIBOR Rate Borrowing to be prepaidtherefor, the Company Borrower shall pay directly reimburse the Lenders in respect thereof pursuant to the Agent for the account of the Lenders, on the last day of such LIBOR Interest Period, the Consequential Loss as a result of such prepayment. iii. Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided that the Company shall have given the Agent at least five (5) Business Days prior irrevocable written notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid and the prepayment date. (b) Notice of any prepayment having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, shall be due and payable on such prepayment dateSection 8.04(c). (c) Any Lender mayUpon the occurrence of any Prepayment Event on or after the Closing Date, if it so elects, fulfill its obligation as the Borrower shall prepay Loans in an aggregate principal amount equal to any LIBOR Rate Borrowing by causing a branch, foreign or otherwise, or Affiliate 100% of the Net Cash Proceeds of such Lender to make Prepayment Event. Borrower shall effect such Loans and may transfer and carry such Loans at, to or for the account prepayment within 3 Business Days of any branch office or Affiliate receipt of such Lender; provided, that in such event for the purposes of this Agreement such Loans Net Cash Proceeds. Such prepayment shall be deemed accompanied by accrued interest on the principal amount prepaid. Not less than three (3) Business Days prior to have been made by the date of such Lender prepayment the Borrower shall deliver notice in writing to the Administrative Agent describing the Prepayment Event, specifying the proposed date of prepayment and the obligation containing a reasonably detailed calculation of the Company to repay such Loans shall nevertheless be to such Lender and shall be deemed held by it, to the extent Net Cash Proceeds of such portions of the Loan, for the account of such branch or affiliatePrepayment Event. (d) Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period. (e) The Company's obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 hereof shall survive termination of this Agreement.

Prepayments of Loans. (a) In addition The Borrower may, upon notice to the mandatory prepayments required by Section 2.3 hereofAdministrative Agent, the Company shall have the right, at its option, to prepay the Loans in whole at any time or in part from time to time, time voluntarily prepay Loans in whole or in part without premium or penalty, except as ; provided that (i) such notice must be in this Section or subsections a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (a), A) three Business Days prior to any date of prepayment of LIBOR Loans and (bB) or on the date of prepayment of ABR Loans; (cii) any prepayment of Section 2.10 hereof. Each partial prepayment under this subsection LIBOR Loans shall be in a principal amount of not less than $10,000,000 5,000,000 or an integral a whole multiple of $1,000,000 in excess thereof. Each prepayment under this subsection shall be applied to the prepayment of the aggregate unpaid principal amount of the Notes. Prepayments under this Agreement shall be subject to the following additional conditions: i. In giving notice of prepayment as hereinafter provided, the Company shall specify, for the purpose of paragraphs (ii) ; and (iii) immediately followingany prepayment of ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the manner of application entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment as between any outstanding Alternate Base Rate Borrowings and the Type(s) of Loans to be prepaid and, if LIBOR Rate Borrowings; provided, that in no event shall any LIBOR Rate Borrowing be partially prepaid. ii. Prepayments applied to any LIBOR Rate Borrowing may be made on any LIBOR Business Day, provided, that (A) the Company shall have given the Agent at least two (2) LIBOR Business Days' prior irrevocable written or facsimile notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing Loans are to be prepaid, the particular LIBOR Rate Borrowing to which Interest Period(s) of such prepayment is to be applied Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the LIBOR Interest Period corresponding to the LIBOR Rate Borrowing to be prepaid, the Company shall pay directly to the Agent for the account of the Lenders, on the last day amount of such LIBOR Interest Period, the Consequential Loss as a result Lender’s Applicable Percentage of such prepayment. iii. Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business DayIf such notice is given by the Borrower, provided that the Company Borrower shall have given the Agent at least five (5) Business Days prior irrevocable written notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of make such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid prepayment and the prepayment date. (b) Notice of any prepayment having been given, the principal payment amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, notice shall be due and payable on the date specified therein. Any such prepayment notice given in connection with a Debt Issuance may be conditioned upon the receipt of the proceeds from the issuance of such Permitted Additional Debt, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided that, the Borrower shall remain responsible for the payment of any losses, costs or other amounts set forth in Section 3.7. (b) If for any reason the Loan Balance at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Any Lender may, if it so elects, fulfill its obligation as to any LIBOR Rate Borrowing by causing prepayment of a branch, foreign or otherwise, or Affiliate of such Lender to make such Loans and may transfer and carry such Loans at, to or for the account of any branch office or Affiliate of such Lender; provided, that in such event for the purposes of this Agreement such Loans Loan shall be deemed to have been made accompanied by such Lender and all accrued interest on the obligation of the Company to repay such Loans shall nevertheless be to such Lender and shall be deemed held by it, amount prepaid to the extent of required by Section 3.1, together with any additional amounts required pursuant to Section 3.7. Subject to Section 2.8, each such portions prepayment shall be applied to the Loans of the Loan, for the account of such branch or affiliateLenders in accordance with their respective Applicable Percentages. (d) Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period. (e) The Company's obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 hereof shall survive termination of this Agreement.

Prepayments of Loans. (a) In addition to the mandatory prepayments required by Section 2.3 hereof, the Company shall have the right, at its option, to prepay the Loans in whole at any time or in part from time to time, without premium or penalty, except as provided in this Section or subsections (a), (b) or (c) of Section 2.10 2.11 hereof. Each partial prepayment under this subsection shall be a principal amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof500,000. Each prepayment under this subsection shall be applied to the prepayment of the aggregate unpaid principal amount of the Notes. Prepayments under this Agreement shall be subject to the following additional conditions: i. (1) In giving notice of prepayment as hereinafter provided, the Company shall specify, for the purpose of paragraphs (ii2) and (iii3) immediately following, the manner of application of such prepayment as between any outstanding Alternate Base Rate Borrowings and LIBOR Rate Borrowings; provided, that in no event shall any LIBOR Rate Borrowing be partially prepaid. ii. (2) Prepayments applied to any LIBOR Rate Borrowing may be made on any LIBOR Business Day, provided, that (Ai) the Company shall have given the Agent at least two five (25) LIBOR Business Days' prior irrevocable written or facsimile telecopied notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing to be prepaid, the particular LIBOR Rate Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the LIBOR Interest Period corresponding to the LIBOR Rate Borrowing to be prepaid, the Company shall pay directly to the Agent for the account of the LendersBanks, on the last day of such LIBOR Interest Period, the Consequential Loss as a result of such prepayment. iii. (3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided that the Company shall have given the Agent at least five (5) Business Days prior irrevocable written notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid and the prepayment date. (b) Notice of any prepayment having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, shall be due and payable on such prepayment date. (c) Any Lender Bank may, if it so elects, fulfill its obligation as to any LIBOR Rate Borrowing by causing a branch, foreign or otherwise, or Affiliate of such Lender Bank to make such Loans and may transfer and carry such Loans at, to or for the account of any branch office or Affiliate of such LenderBank; provided, that in such event for the purposes of this Agreement such Loans shall be deemed to have been made by such Lender Bank and the obligation of the Company to repay such Loans shall nevertheless be to such Lender Bank and shall be deemed held by it, to the extent of such portions of the Loan, for the account of such branch or affiliate. (d) Notwithstanding any provision of this Agreement to the contrary, each Lender Bank shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender Bank had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period. (e) The Company's obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 2.6 hereof shall survive termination of this Agreement.

Prepayments of Loans. (a) In addition to the mandatory prepayments required by Section 2.3 ----------- hereof, the Company shall have the right, at its option, to prepay the Loans in whole at any time or in part from time to time, without premium or penalty, except as provided in this Section or subsections (a), (b) or (c) of Section 2.10 2.11 hereof. Each partial prepayment under this subsection shall be a principal amount of not less than $10,000,000 or an ------------ be an integral multiple of $1,000,000 in excess thereof500,000. Each prepayment under this subsection shall be applied to the prepayment of the aggregate unpaid principal amount of the Notes. Prepayments under this Agreement shall be subject to the following additional conditions: i. (1) In giving notice of prepayment as hereinafter provided, the Company shall specify, for the purpose of paragraphs (ii2) and (iii3) immediately following, the manner of application of such prepayment as between any outstanding Alternate Base Rate Borrowings and LIBOR Rate Borrowings; provided, that in no event shall any LIBOR Rate Borrowing be -------- partially prepaid. ii. (2) Prepayments applied to any LIBOR Rate Borrowing may be made on any LIBOR Business Day, provided, that (Ai) the Company shall have given the -------- Agent at least two five (25) LIBOR Business Days' prior irrevocable written or facsimile telecopied notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing to be prepaid, the particular LIBOR Rate Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the LIBOR Interest Period corresponding to the LIBOR Rate Borrowing to be prepaid, the Company shall pay directly to the Agent for the account of the LendersBanks, on the last day of such LIBOR Interest Period, the Consequential Loss as a result of such prepayment. iii. (3) Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided that the Company shall have given the -------- Agent at least five (5) Business Days prior irrevocable written notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid and the prepayment date. (b) Notice of any prepayment having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, shall be due and payable on such prepayment date. (c) Any Lender Bank may, if it so elects, fulfill its obligation as to any LIBOR Rate Borrowing by causing a branch, foreign or otherwise, or Affiliate of such Lender Bank to make such Loans and may transfer and carry such Loans at, to or for the account of any branch office or Affiliate of such LenderBank; provided, that in such -------- event for the purposes of this Agreement such Loans shall be deemed to have been made by such Lender Bank and the obligation of the Company to repay such Loans shall nevertheless be to such Lender Bank and shall be deemed held by it, to the extent of such portions of the Loan, for the account of such branch or affiliate. (d) Notwithstanding any provision of this Agreement to the contrary, each Lender Bank shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender Bank had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period. (e) The Company's obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 2.6 hereof ----------- shall survive termination of this Agreement.

Prepayments of Loans. (a) In addition The Borrower may on any Business Day, upon notice to the mandatory prepayments required Agent (such notice to be in a form reasonably acceptable to the Agent, submitted by Section 2.3 hereof, a Responsible Officer) not later than 11:00 A.M. (New York City time) stating the Company shall have the right, at its option, to prepay the Loans in whole at any time or in part from time to time, without premium or penalty, except as provided in this Section or subsections (a), (b) or (c) of Section 2.10 hereof. Each partial prepayment under this subsection shall be a date and aggregate principal amount of not less than a proposed prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amount of Loans comprising part of the same Borrowing in whole or ratably in part, or prepay outstanding Swing Line Loans, in each case, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount of $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof, except that any prepayment of Base Rate Loans may be in any amount that causes the aggregate principal amount of all outstanding Base Rate Loans to be an integral multiple of $1,000,000. In the event of any prepayment of Term SOFR Rate Loans, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Subject to the foregoing terms, amounts prepaid under this Section 2.10 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to Base Rate Loans and then to Term SOFR Rate Loans in direct order of Interest Period maturities. Each such prepayment under this subsection shall be applied to the prepayment Loans of the applicable Lenders in accordance with their respective applicable Ratable Shares. In the event that the Revolving Credit Exposure exceeds the aggregate unpaid principal amount Revolving Credit Commitments at any time (for example, because the issuance of a Letter of Credit by an Issuing Bank on the Notes. Prepayments under this Agreement shall be subject same date that a new Advance is funded inadvertently causes the Revolving Credit Exposure to exceed the following additional conditions: i. In giving notice aggregate Revolving Credit Commitments as of prepayment as hereinafter providedsuch date), the Company Borrower shall specifyprepay Advances, for prepay Swing Line Loans and/or cash collateralize the purpose Letter of paragraphs (ii) and (iii) immediately following, the manner of application of Credit Exposure in an aggregate amount necessary to eliminate such prepayment as between any outstanding Alternate Base Rate Borrowings and LIBOR Rate Borrowingsexcess; provided, that in no event shall any LIBOR Rate Borrowing be partially prepaid. ii. Prepayments applied to any LIBOR Rate Borrowing may be made on any LIBOR Business Day, provided, that (A) the Company shall have given the Agent at least two (2) LIBOR Business Days' prior irrevocable written or facsimile notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing to be prepaid, the particular LIBOR Rate Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the LIBOR Interest Period corresponding to the LIBOR Rate Borrowing to be prepaid, the Company shall pay directly to the Agent for the account of the Lenders, on the last day of such LIBOR Interest Period, the Consequential Loss as a result of such prepayment. iii. Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided that the Company shall have given the Agent at least five (5) Business Days prior irrevocable written notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid and the prepayment date. (b) Notice of any prepayment having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, shall be due and payable on such prepayment date. (c) Any Lender may, if it so elects, fulfill its obligation as to any LIBOR Rate Borrowing by causing a branch, foreign or otherwise, or Affiliate of such Lender to make such Loans and may transfer and carry such Loans at, to or for the account of any branch office or Affiliate of such Lender; provided, that in such event for the purposes of this Agreement such Loans shall be deemed to have been made by such Lender and the obligation of the Company to repay such Loans shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such portions of the Loan, for the account of such branch or affiliate. (d) Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes Borrower shall not be required to cash collateralize the Letter of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding Credit Exposure pursuant to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period. (e) The Company's obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 hereof shall survive termination 2.10 unless after giving effect to any concurrent prepayment of this AgreementAdvances and/or Swing Line Loans, the Revolving Credit Exposure exceeds the aggregate Revolving Credit Commitments then in effect.