Common use of Prepayments Clause in Contracts

Prepayments. The Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 1:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 2.05(b) unless after the prepayment in full of the Committed Loans and the Swing Line Loan the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on any day other than or before December 31 of each calendar year, then the last day of a LIBOR Period applicable thereto Borrower shall be subject immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to compliance the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1then effective necessary or required approvals, consents and authorizations from such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid BorrowingGovernmental Authorities.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 1:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (db) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and Borrowers may from time to time. Such prepayment time pay, without penalty or premium, all outstanding Floating Rate Advances, or, in a minimum aggregate amount of Revolving Credit Loans and Swingline Loans $5,000,000, any portion of the outstanding Floating Rate Advances upon one (1) Business Day’s prior notice to the Administrative Agent, who shall be give prompt notice thereof to the Lenders. (b) The Borrowers may from time to time pay, subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case payment of any Revolving Credit Loanfunding indemnification amounts required by Section 3.4 but without penalty or premium, 10:00 a.m. (New York time) all outstanding Eurocurrency Advances, or, in a minimum aggregate Equivalent Amount of $5,000,000, any portion of the outstanding Eurocurrency Advances upon three (3) Business Days Days’ prior notice to the date Administrative Agent, who shall give prompt notice thereof to the Lenders. (c) If at any time, for any reason, the Aggregate Outstanding Credit Exposure of all Lenders shall exceed the Aggregate Commitment then in effect, the Borrowers shall, without notice or demand, immediately prepay the Dollar Loans and/or Multicurrency Loans such prepayment and (ii) in that the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each sum of the Lenders; (b) each partial prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of Dollar Loans so prepaid, and the Dollar Amount of the aggregate principal amount of Multicurrency Loans so prepaid, at least $5,000,000; provided that no partial prepayment equals the amount of LIBOR such excess. (d) If, at any time for any reason, either (i) the Aggregate Multicurrency Outstanding Credit Exposure of all Multicurrency Lenders exceeds the Aggregate Multicurrency Commitments of the Multicurrency Lenders or (ii) the Aggregate Dollar Outstanding Credit Exposure of all Lenders exceeds the aggregate Dollar Commitments of all Lenders, the Borrowers shall, without notice or demand, immediately prepay the Multicurrency Loans made pursuant in a Dollar Amount at least equal to a single Borrowing shall reduce the outstanding LIBOR excess referred to in (i) (such repayment to be in the applicable currency) and the Dollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 at least equal to the excess referred to in excess thereof; (dii) any (such prepayments shall repayment to be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and in Dollars). (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any Each prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans 2.8 shall be applied ratably accompanied by accrued and unpaid interest on the amount prepaid to the Revolving Credit date of prepayment and any amounts payable under Section 3.4 in connection with such payment. (f) Notwithstanding the foregoing, mandatory prepayments of Multicurrency Loans included that would otherwise be required pursuant to this Section 2.8 solely as a result of fluctuations in exchange rates from time to time shall only be required to be made pursuant to this Section 2.8 on a Computation Date on the prepaid Borrowingbasis of the exchange rates in effect on such Computation Date.

Prepayments. The Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) Prepayment of Outstanding Loan Balances denominated in Dollars with LIBOR-Based Interest Rate. The Borrower may prepay all or part of the Outstanding Loan Balances in Dollars subject to a LIBOR-Based Interest Rate on any interest payment date, provided that it delivers to the Bank a written irrevocable request, with the consent of the Guarantor, if any, at least thirty (30) days in advance. Any such prepayment shall be applied as set forth in Article 3.09 of these General Conditions. In the event that the prepayment does not cover the entire Outstanding Loan Balance, the prepayment shall be applied proportionately to the remaining amortization installments. If the Loan has Loan Tranches with different Amortization Schedules, the Borrower shall give prepay individual Tranches in their entirety, unless the Administrative Agent written notice Bank agrees otherwise. (b) Prepayments of amounts that have been subject to Conversion. Provided that the Bank is able to unwind or telephonic notice promptly confirmed in writing) of reallocate its intent to make such prepaymentcorresponding funding, the amount Borrower, with the consent of such prepayment and (the Guarantor, if any, may prepay on any interest payment date set forth in the case of LIBOR Loans) Amortization Schedule attached to the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than Conversion Notification Letter: (i) in all or part of the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior amount that has been subject to the date of such prepayment and a Currency Conversion; and/or (ii) all or part of the amount that has been subject to an Interest Rate Conversion. For this purpose, the Borrower shall deliver an irrevocable written request to the Bank at least thirty (30) days in advance. Said request shall specify the case amount the Borrower intends to prepay and the Conversion to which such prepayment relates. In the event that the prepayment does not cover the full amount of any Swingline Loanthe Outstanding Loan Balance under such Conversion, no later than 10:00 a.m. (New York time) on the date prepayment shall be applied proportionately to the remaining amortization installments of such prepayment, and, Conversion. The Borrower may not prepay converted amounts in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; equivalent of three million Dollars (US$3,000,000), unless the remaining Outstanding Loan Balance of the respective Conversion is less than such amount and is paid in full. (c) each partial prepayment For purposes of Swingline Loans paragraphs (a) and (b) above, the following payments shall be in an amount that is a multiple considered as prepayments: (i) the return of $100,000 unjustified Advances of Funds; and (ii) payments resulting from all or a whole multiple part of $100,000 in excess thereof; the Loan being declared immediately due and payable, pursuant to Article 6.02 of these General Conditions. (d) Notwithstanding paragraph (b) above, in the event of a prepayment, the Borrower shall receive from the Bank, or alternatively, shall pay the Bank, as applicable, any such prepayments shall gain or loss incurred by the Bank as a result of unwinding or reallocating its corresponding funding, as determined by the Calculation Agent. In case of a gain, it will be applied credited first to any outstanding Swingline Loans amounts due and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than payable by the last day Borrower. In case of a LIBOR Period applicable thereto shall be subject to compliance by loss, the Borrower with shall pay the applicable provisions of Section 2.11; provided further that at corresponding amount concurrently on the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingdate.

Prepayments. (a) The applicable Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part may at any time and from time to timetime voluntarily prepay Committed Loans in a Minimum Amount after delivering an irrevocable Requisite Notice not later than the Requisite Time for prepayments. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the The Administrative Agent written notice (or telephonic notice will promptly confirmed in writing) notify each Lender thereof and of its intent to make such Lender’s Pro Rata Share of such prepayment, the amount . Each prepayment by a Borrower must be made ratably to all outstanding Committed Loans of such prepayment and Borrower borrowed on the same day. (in the case of LIBOR Loansb) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than If for any reason either (i) in the case sum of any Revolving Credit Loan(A) the aggregate LC Exposure of all Lenders, 10:00 a.m. (New York timeB) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR all Dollar Loans made pursuant to a single Borrowing shall reduce by all Lenders, (C) the outstanding LIBOR Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made pursuant by all Lenders and (D) the aggregate principal amount of all Competitive Loans made by all Lenders, exceeds the combined Commitments in effect at any time or (ii) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by the Lenders exceeds the Foreign Currency Limit, then upon written request of the Administrative Agent the Company shall immediately prepay or cause one or more Foreign Borrowers to immediately prepay Committed Loans sufficient to cure such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; overage. (c) each partial Any prepayment of Swingline Loans an IBOR Loan shall be accompanied by all accrued interest thereon, together with the costs set forth in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; Section 3.05. (d) any Competitive Loans may not be prepaid unless (i) expressly so provided in the Competitive Bid Request and Competitive Bid for such prepayments shall be applied first Competitive Loan or (ii) otherwise agreed by the Company and the Lender making such Competitive Loan after notice to any outstanding Swingline Loans and second to any Revolving Credit Loans; and the Administrative Agent. (e) any prepayment of LIBOR Loans The Company may from time to time elect to prepay pursuant to this Section 5.1 on the Guaranty all or part of any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Foreign Currency Loan of a Defaulting Lender. Each Foreign Borrower and such prepayment of a Borrowing of Revolving Credit Loans by the Company shall be applied ratably made in the manner and subject to the Revolving Credit Loans included in terms that a prepayment would be made by the prepaid BorrowingForeign Borrower under this Agreement.

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 and 1,000,000 in an aggregate principal amount of at least $5,000,000excess thereof; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (div) any such prepayments notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Company, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each such prepayment shall be applied first to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any outstanding Swingline Loans and second to reason the Total Outstandings at any Revolving Credit Loans; and time exceed the Aggregate Commitments (e) any prepayment of LIBOR Loans except pursuant to this Section 5.1 on any day other than the last day exercise of a LIBOR Period applicable thereto the Term Loan Conversion Option) then in effect, the Borrowers shall be subject immediately prepay Loans in an aggregate amount equal to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexcess.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given received by the Borrower no Administrative Agent not later than 1:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; provided that if any Borrowing of Base Rate Loans pursuant to Section 2.03(c)(i) results in the aggregate principal amount of Base Rate Loans not being an integral multiple of $100,000, then the next prepayment of Base Rate Loans shall be in an amount that will cause the aggregate principal amount of all Base Rate Loans to be in an amount equal to an integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (db) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The (a) Any Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditionswithout premium or penalty; provided that: (ai) the Borrower shall give such notice must be received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) U.S. Government Securities Business Days prior to the any date of such prepayment of SOFR Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit SOFR Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (dby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayments prepayment shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the prepaid BorrowingOutstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, 3.05. Each such prepayment shall not be applied to the Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any Revolving Credit Loan time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a Defaulting Lenderminimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment of a Borrowing of Revolving Credit Loans and the payment amount specified in such notice shall be applied ratably due and payable on the date specified therein. (c) If for any reason the Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to the Revolving Credit Loans included in the prepaid Borrowingsuch excess.

Prepayments. The (a) Borrower shall have the right may, upon notice to Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than penalty; provided that (i) in the case of any Revolving Credit Loan, 10:00 such notice must be received by Agent not later than 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, andprepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of Five Million Dollars ($5,000,000) or a whole multiple of One Million Dollars ($1,000,000) in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of One Million Dollars ($1,000,000) or a whole multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Agent will promptly be transmitted by the Administrative Agent to notify each Lender of its receipt of each such notice, and of the Lenders; amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their respective Applicable Percentages. (b) each partial Borrower may, upon notice to Swing Line Lender (with a copy to Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Swing Line Lender and Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment of Revolving Credit Loans shall be in an a minimum principal amount that of One Million Dollars ($1,000,000) or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is a multiple of $100,000 given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant equal to such Borrowing excess; provided, however, that Borrower shall not be required to an amount less than Cash Collateralize the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 12:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBOR Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit LIBOR Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if LIBOR Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay the Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess. (d) any such prepayments The Borrowers shall be applied first to any outstanding Swingline prepay the Loans and second Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.12 hereof. (e) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Proceeds paid in cash received by a Loan Party on account of a Prepayment Event, irrespective of whether a Dominion Trigger Event then exists and is continuing, provided, however, unless a Dominion Trigger Event has occurred and is continuing, the Borrowers shall only be required to prepay the Loans and Cash Collateralize the L/C Obligations with Net Proceeds arising from a Prepayment Event in an amount equal to the lesser of (i) such Net Proceeds and (ii) the amounts advanced or available to be advanced against the assets subject to the Prepayment Event based upon the applicable advance rates in the Borrowing Base (adjusted for any Revolving Credit Loans; applicable Reserves). (f) Prepayments made pursuant to Section 2.05(c), (d) and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1above, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans first, shall be applied ratably to the Revolving Credit L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans included and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the applicable L/C Issuer or the Lenders, as applicable. Subject to the foregoing, outstanding Base Rate Loans shall be prepaid Borrowingbefore outstanding LIBOR Rate Loans are prepaid. Any prepayment of LIBOR Rate Loans pursuant to this Section 2.05 made other than on the last day of an Interest Period applicable thereto, shall be accompanied by payment of all breakage costs payable under Section 3.05 associated therewith. In order to avoid such breakage costs, as long as no Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBOR Rate Loans in the Cash Collateral Account and will apply such funds to the applicable LIBOR Rate Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Administrative Agent’s rights upon the subsequent occurrence of an Event of Default). (g) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder. (h) Any notice of a prepayment to be made with the proceeds from the incurrence of Indebtedness or in connection with the closing of another transaction (including any notice of termination or reduction of Commitments made pursuant to Section 2.06 below) may state that such prepayment, termination or reduction is conditioned on the consummation of such incurrence or other transaction, and no Default or Event of Default shall occur if such prepayment, termination or reduction is not made because such condition is not satisfied.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to any outstanding Swingline Loans and second reduce such Outstanding Amount as of such date of payment to any Revolving Credit Loansan amount not to exceed the Aggregate Commitments then in effect; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any day other than time and from time to time after the last day initial deposit of a LIBOR Period applicable thereto shall such Cash Collateral, request that additional Cash Collateral be subject provided in order to compliance by protect against the Borrower with the applicable provisions results of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexchange rate fluctuations.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 1:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Lines the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Credit Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) one Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Revolving Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Revolving Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000 or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayments prepayment shall be applied first to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any outstanding Swingline reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and second and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.04(b) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included the Total Outstandings exceed the Aggregate Commitments then in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any BorrowingRevolving Credit Loans, without premium Term A-1 Loans or penalty, Term A-2 Loans in whole or in part at any time without premium or penalty; provided that (i) such notice must be in a form acceptable to Administrative Agent and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three two (32) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to the any date of such prepayment of Term SOFR Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersDaily SOFR Rate Loans or Base Rate Loans; (bii) each partial any prepayment of Revolving Credit Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in an the principal amount that is of $2,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an the principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid, and, if Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (dbased on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayments prepayment shall be applied first to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility. (b) If, for any outstanding Swingline reason and at any time, (i) the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time or (ii) the Outstanding Amount of L/C Obligations exceeds the Letter of Credit Sublimit at such time, the Borrowers shall immediately prepay the Revolving Credit Loans and second L/C Borrowings and/or Cash Collateralize the L/C Obligations, as applicable, in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.04(b), unless, after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in Loans, the prepaid BorrowingTotal Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Credit Loans and Term Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentfive, the amount of such prepayment and (in the case of LIBOR Loansprepayment of Loans denominated in Special Notice Currencies) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the any date of such prepayment of Alternative Currency Loans, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Term SOFR Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,0001,000,000 or a whole multiple thereof; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Alternative Currency Loans shall be in an a minimum principal amount that is of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (d) any based on such prepayments Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be applied first to any outstanding Swingline Loans due and second to any Revolving Credit Loans; and (e) any payable on the date specified therein. Any prepayment of LIBOR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed an amount equal to 105% of the Aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Credit Commitments then in effect; provided, however, that, subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at 2.17(a), the Borrower’s election in connection with any prepayment Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1, such 2.05(c) unless after the prepayment shall not be applied to any in full of the Loans the Total Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies plus the Outstanding Amount of all L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be applied ratably provided in order to protect against the Revolving Credit Loans included in the prepaid Borrowingresults of further exchange rate fluctuations.

Prepayments. (a) The Borrower shall have Company may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of prepayment of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the LendersLoans; (bii) each partial any prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. (b) At any time during which an Autoborrow Agreement is not in effect, the Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Revolving Advance Limit then in effect (including the Revolving Borrowing Base in effect after giving pro forma effect to any outstanding Swingline Disposition required to be reported pursuant to Sections 6.02(c) and 6.03(g)), the Company shall immediately prepay Loans and second and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to Total Outstandings exceed the Revolving Credit Advance Limit then in effect. (d) If for any reason the aggregate Outstanding Amount of Swing Line Loans included exceeds the Swing Line Sublimit, the Company shall immediately prepay Swing Line Loans in the prepaid Borrowingan aggregate amount at least equal to such excess.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium Committed Loans or penalty, Incremental Term Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Fixed Period Eurodollar Rate Loans shall be in an a principal amount that is of $2,000,000 or a whole multiple of $100,000 500,000 in excess thereof, and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding (or in the case of each of clauses (ii) and (iii), such other amount as may be provided in the applicable Incremental Term Loan Agreement). Each such notice shall specify (x) the date and amount of such prepayment, (y) whether such Loans are Committed Loans or Incremental Term Loans, and, if Incremental Term Loans, the applicable Series and (z) the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Revolving Lender or Incremental Term Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (dby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment (1) of Committed Loans shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Pro Rata Shares and (2) of Incremental Term Loans shall be applied to Incremental Term Loans in such Series in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans, the applicable provisions of Section 2.11; provided further that at Total Revolving Outstandings exceed the Borrower’s election Aggregate Revolving Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Term Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 1:00 p.m. (iA) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) two Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Term Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Term Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject 3.05. Subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.12.17, each such prepayment shall not be applied to any Revolving Credit Loan the Term Loans of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included Lenders in the prepaid Borrowingaccordance with their respective Applicable Percentages.

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no not later than 10:00 a.m. (New York timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Revolving Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 2,500,000 or a whole multiple of $100,000 500,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Revolving Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, then, the Company shall immediately prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The (a) Any Borrower shall have may, upon notice to the right Administrative Agent from such Borrower, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any time and from time to time. Such date of prepayment of Revolving Credit Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and Swingline (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be a whole multiple of $1,000,000; and (iv) any prepayment of Base Rate Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (in a principal amount of $1,000,000 or telephonic notice promptly confirmed a whole multiple of $500,000 in writing) of its intent to make such prepaymentexcess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and (in the case Type(s) of LIBOR Loans) the specific Borrowing(s) Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, which the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment, and the payment amount specified in such notice shall be given by due and payable, on the Borrower no later than (i) date specified in the applicable notice; provided that if such notice is given in connection with a full or partial refinancing of the Commitments, such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case of any Revolving Credit Loan, 10:00 a.m. such notice may be revoked by such Borrower (New York time) three (3) Business Days by notice to the Administrative Agent on or prior to the date of such prepayment) if such condition is not satisfied. Any prepayment and of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Borrowers at any time that (i) solely as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect or (ii) other than as a result of fluctuations in currency exchange rates, the case of any Swingline LoanTotal Outstandings at such time exceed the Aggregate Commitments then in effect, no later than 10:00 a.m. (New York time) on the date then, in either case, within two Business Days after receipt of such prepaymentnotice, and, the Borrowers shall prepay Loans in each case, shall promptly be transmitted by an aggregate amount at least equal to such excess. (c) If the Administrative Agent notifies the Borrowers at any time that (i) solely as a result of fluctuations in currency exchange rates, the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to each 105% of the Lenders; Alternative Currency Sublimit then in effect or (bii) each partial prepayment other than as a result of Revolving Credit fluctuations in currency exchange rates, the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds the Alternative Currency Sublimit then in effect, then, in either case, within two Business Days after receipt of such notice, the Borrowers shall be in an amount that is a multiple of $100,000 and prepay Loans in an aggregate principal amount sufficient to reduce such Outstanding Amount as of at least $5,000,000; provided that no partial prepayment such date of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing payment to an amount less than not to exceed 100% of the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be Alternative Currency Sublimit then in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The (a) Any Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditionswithout premium or penalty; provided that: (ai) the Borrower shall give such notice must be received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (dby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayments prepayment shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the prepaid BorrowingOutstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. The (a) Upon the Lender ceasing to be the beneficial owner of more than 50% of the Borrower's Common Stock as a result of any transaction except the direct or indirect transfer of the Common Stock of Borrower by Lender, the commitment of Lender to make Advances under this Agreement shall immediately terminate, and Borrower shall immediately pay to Lender the full amount of the Loan then outstanding, together with any accrued but uncapitalized interest thereon. (b) Borrower shall have the right right, at any time, to prepay any Borrowingthe Loan, in whole or in part, without premium or penalty, in whole or in part upon at any time and from time least three Business Days irrevocable notice to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than Lender specifying (i) in the case of any Revolving Credit Loan, 10:00 a.m. amount to be repaid and (New York timeii) three (3) Business Days prior to the date of such repayment. If any such notice is given, Borrower shall make the prepayment specified therein, and (ii) in the case such prepayment shall be due and payable as specified therein. Amounts prepaid may be reborrowed, but only so long as Lender retains beneficial ownership of any Swingline Loan, no later more than 10:00 a.m. (New York time) on the date 50% of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each Borrower's Common Stock. Each partial prepayment of Revolving Credit Loans the Loan pursuant to this Section 2.5(b) shall be in an amount that is equal to the lesser of $1,650,000 or a whole number multiple of $100,000 1,650,000 in excess thereof or such lesser amount outstanding and in an aggregate principal shall be accompanied by payment of interest (whether or not capitalized) allocable to the amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; principal prepaid. (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple Borrower will make mandatory principal prepayments (i) at the rate of $100,000 or a whole multiple 500,000 per month beginning July 1, 2001; and (ii) at the rate of $100,000 in excess thereof; 1,000,000 per month beginning July 1, 2002 and ended May 1, 2003 ("Scheduled Prepayment") or, if less, the amount of the Loan Outstanding.. (d) any such The Company will make additional prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than principal at the last day rate of 50% of the net proceeds of a LIBOR Period applicable thereto shall be subject to compliance by Significant Financing exceeding $8,000,000 on the second business day following the date the Borrower completes a Significant Financing ("Mandatory Prepayments"). Concurrently with each Mandatory Prepayment, the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection Borrower will pay interest (whether or not capitalized) associated with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid BorrowingMandatory Prepayment.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is made conditional on a transaction or financing, in which case the obligation of the Borrower to make such prepayment (and to pay such payment amount) shall be subject to such conditions. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Unless otherwise agreed by the Borrower and the applicable Bid Loan Lender, the Borrower may voluntarily prepay Bid Loans in whole or in part without premium or penalty in accordance with the provisions of this subsection (b). The Borrower may, upon notice to the applicable Bid Loan Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Bid Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Bid Loan Lender and the Administrative Agent not later than 11:00 a.m. three Business Days prior to any date of prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Bid Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. (c) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such prepayments excess; provided, however, that the Borrower shall not be applied first required to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.06(d) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (dbased on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (b) During the Waiver Period, and subject to the terms of the Intercreditor Agreement, if any Consolidated Party makes any Disposition (other than Dispositions permitted by Section 7.05(b)(i), (ii), (iii) and (iv)), issues any Equity Interests, or incurs any Indebtedness, the Borrower shall, within three (3) Business Days of (i) receipt by such prepayments Consolidated Party of the proceeds thereof or (ii) the date any Excess Un-Reinvested Proceeds no longer qualify as Excluded Net Proceeds, make a mandatory repayment of the Pari Passu Obligations in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds received in connection with such Disposition, such issuance of Equity Interests, or such Indebtedness, other than Excluded Net Proceeds. (c) Each mandatory repayment of the Pari Passu Obligations required under clause (b) above shall be applied first to any outstanding Swingline Loans and second such Pari Passu Obligations (including the Obligations) as set forth in the Intercreditor Agreement. The portion of such mandatory repayments to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans this facility in accordance with the Intercreditor Agreement shall be applied to payment of the Outstanding Amount of Loans ratably to among the Revolving Credit Loans included Lenders in the prepaid Borrowingaccordance with their Applicable Percentages.

Prepayments. The (a) Each Borrower shall have may, upon written notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. The applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Borrowers at any time that the Total Outstandings at such time exceed an amount equal to any outstanding Swingline 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and second and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to any Revolving Credit Loansreduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; and (e) any prepayment provided, however, that, subject to the provisions of LIBOR Loans Section 2.17(a)(i), the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any day other than time and from time to time after the last day initial deposit of a LIBOR Period applicable thereto such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall be subject prepay Loans in an aggregate amount sufficient to compliance by reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election Alternative Currency Sublimit then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such prepayments excess; provided, however, that the Borrower shall not be applied first required to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.06(d) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 11:00 a.m., California time, (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Base Rate Loans; and (ii) any prepayment of Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least Five Hundred Thousand Dollars ($5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c500,000.00) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of One Hundred Thousand Dollars ($100,000 100,000.00) in excess thereof; (d. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayments prepayment shall be applied first to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any outstanding Swingline reason the Outstanding Amount of all Loans and second at any time exceeds the Aggregate Commitments then in effect, then Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. If for any reason the Outstanding Amount of all Revolving Line of Credit Loans; and (e) Loans at any prepayment time exceeds the Revolving Line of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by Credit Commitment Amount then in effect, then the Borrower with shall immediately prepay the applicable provisions Revolving Line of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans in an aggregate amount equal to such excess. If for any reason the Outstanding Amount of all Term Commitment Loans at any time exceeds the Term Commitment Amount then in effect, then the Borrower shall be applied ratably immediately prepay the Term Commitment Loans in an aggregate amount equal to the Revolving Credit Loans included in the prepaid Borrowingsuch excess.

Prepayments. The (a) Each Borrower shall have the right right, upon notice to prepay any Borrowingthe Administrative Agent, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall time to prepay any Borrowing, in whole or in part, provided that such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepaymentprepayment of ABR Loans); provided, andhowever, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) that each partial prepayment of Revolving Credit Loans shall be in an amount that is a (i) an integral multiple of $100,000 500,000 and in not less than $1,000,000, for any ABR Loan, or (ii) an integral multiple of $1,000,000 and not less than $3,000,000, for any Eurodollar Loan. (b) If, on the date of any termination or reduction of the Commitments pursuant to Section 1.03, or any adjustment of Sublimits pursuant to Section 1.06, the aggregate principal amount of all Loans to any Borrower outstanding at least $5,000,000; provided that no partial prepayment any time exceeds such Borrower’s Sublimit (such excess, an “Over-Advance”), then such Borrower shall pay or prepay so much of LIBOR the Loans made pursuant in an amount equal to a single Borrowing shall reduce the lesser of such Over-Advance and the aggregate principal amount of all Loans outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; Borrower. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each partial prepayment of Swingline Loans Borrowing (or portion thereof) to be prepaid, shall be in an irrevocable and shall commit such Borrower to prepay such Borrowing by the amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such stated therein on the date stated therein. All prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to under this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto 2.08 shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to 2.12 but otherwise without premium or penalty. All prepayments under this Section 5.1, such prepayment 2.08 shall not be applied accompanied by accrued interest on the principal amount being prepaid to any Revolving Credit Loan the date of a Defaulting Lenderpayment. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably made to the Revolving Credit Administrative Agent, to be distributed to the Lenders, pro rata in accordance with the proportion that each Lender’s Loans included in of the Type prepaid Borrowingbears to the aggregate amount of all Lenders’ Loans of such Type outstanding.

Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (A) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York time1) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time2) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bB) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (C) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; (d) provided that any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day notice of a LIBOR Period applicable thereto shall prepayment to be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election made in connection with any refinancing of all of the Commitments with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided further that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender3.05. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably paid to the Revolving Credit Loans included Lenders in the prepaid Borrowingaccordance with their respective Applicable Percentages (except as permitted under Section 2.16).

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no not later than 10:00 a.m. (New York timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Revolving Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Revolving Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, then, the Borrower shall immediately prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice (which may be subject to the following conditions: (aconditional) the Borrower shall give must be received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 12:00 noon (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans or LIBOR Floating Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of Base Rate Committed Loans or LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Floating Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayments prepayment shall be applied first to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any outstanding Swingline Loans and second to reason the Total Outstandings at any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than time exceed the last day of a LIBOR Period applicable thereto shall be subject to compliance by Aggregate Commitments then in effect, the Borrower with shall, on the next Business Day following the date on which the Borrower receives notice from the Administrative Agent, prepay Loans in an aggregate amount equal to such excess. (c) No Bid Loan may be prepaid without the prior consent of the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Bid Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing.

Prepayments. The (a) Borrower shall have the right may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Credit Loans and Term Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than penalty; provided that (i) such notice must be in the case of any Revolving Credit Loan, 10:00 a form acceptable to Administrative Agent and be received by Administrative Agent not later than 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, andprepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,000; and (iii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall promptly specify the date and amount of such prepayment and the Type(s) of Loans to be transmitted by prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent to will promptly notify each Lender of its receipt of each such notice, and of the Lendersamount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that Borrower shall be entitled to make any such payment conditional on the receipt of other financing or the proceeds of other transactions (if such payment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (b) each partial Borrower may, upon notice to Swing Line Lender (with a copy to Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment of Revolving Credit Loans shall be in an a minimum principal amount that is a multiple of $100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that Borrower shall be entitled to make any such payment conditional on the receipt of other financing or the proceeds of other transactions (if such prepayment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. (c) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, then Borrower shall, within five (5) Business Days, prepay the Revolving Credit Loans, the Swing Line Loans, and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant equal to such Borrowing excess; provided, however, that Borrower shall not be required to an amount less than Cash Collateralize the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in and Swing Line Loans the prepaid BorrowingTotal Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.

Prepayments. The (a) Borrower shall have the right may, upon notice to Lender, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time without premium or penalty (except as provided below in this section with respect to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall amounts that may be subject owing in connection therewith pursuant to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than Section 3.05); provided that (i) in the case of any Revolving Credit Loan, 10:00 a.m. such notice must be received by Lender not later than 12:00 p.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 10,000 or a whole multiple of $100,000 10,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) any of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such prepayments Loans. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be applied first to any outstanding Swingline Loans due and second to any Revolving Credit Loans; and (e) any payable on the date specified therein. Any prepayment of LIBOR a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (b) If for any reason the Total Outstandings at any time exceed the Commitment then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.04(b) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Commitment then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice from the right Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 12:00 p.m. (iA) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) two Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 2,500,000 or a whole multiple of $100,000 250,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to compliance be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower with may state that such notice is conditioned upon the applicable provisions effectiveness of Section 2.11; provided further that at other credit facilities or the Borrower’s election closing of a securities offering, and the receipt of proceeds thereunder, in connection 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 conditions are not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any prepayment additional amounts required pursuant to this Section 5.13.05. Subject to Section 2.12, each such prepayment shall not be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any Revolving Credit Loan reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately upon demand prepay Loans in an aggregate amount equal to such excess. (c) For an economically meaningful period of a Defaulting Lender. Each prepayment time in each fiscal year of a Borrowing the Borrower, as reasonably determined by General Partner, the aggregate outstanding principal balance of Revolving Credit Loans all Working Capital Borrowings shall be applied ratably reduced to the Revolving Credit Loans included in the prepaid Borrowinga relatively small amount as may be reasonably specified by General Partner.

Prepayments. The (a) Any Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that no Borrower shall be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of the Committed Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) Upon the occurrence of a LIBOR Period applicable thereto Change in Control, each Borrower agrees that if requested by the Administrative Agent (acting at the request of the Required Lenders) such Borrower will promptly prepay its Loans, together with accrued interest and will promptly Cash Collateralize its L/C Obligations; provided that no prepayment of any Bid Loan shall be subject to compliance by made without the Borrower with prior consent of the applicable provisions Lender thereof. Upon such prepayment, the Aggregate Commitments and the Commitment of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment each Lender shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingautomatically terminate.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent (which notice may, at the Borrower’s election, be conditioned upon the consummation of a refinancing, provided the Borrower shall have compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of any notice that is conditioned upon the right consummation of a refinancing), at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject 3.05. Subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.12.14, each such prepayment shall not be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any Revolving Credit Loan time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such partial prepayment shall be in a Defaulting Lenderminimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment of a Borrowing of Revolving Credit Loans and the payment amount specified in such notice shall be applied ratably due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to the Revolving Credit Loans included in the prepaid Borrowingsuch excess.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 12:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBOR Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit LIBOR Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if LIBOR Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay the Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) any such prepayments The Borrowers shall be applied first to any outstanding Swingline prepay the Loans and second Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.12 hereof. (e) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to any Revolving Credit Loans; the Net Proceeds paid in cash received by a Loan Party on account of a Prepayment Event, irrespective of whether a Dominion Trigger Event then exists and is continuing, provided, however, unless a Dominion Trigger Event has occurred and is continuing, Borrowers shall only be required to prepay the Loans and Cash Collateralize the L/C Obligations with Net Proceeds arising from a Prepayment Event in an amount equal to the lesser of (i) such Net Proceeds or (ii) the amounts advanced or available to be advanced against the assets subject to the Prepayment Event based upon the applicable advance rates in the Borrowing Base. (f) Prepayments made pursuant to Section 2.05(c), (d) and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1above, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans first, shall be applied ratably to the Revolving Credit L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans included and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the applicable L/C Issuer or the Lenders, as applicable. Subject to the foregoing, outstanding Base Rate Loans shall be prepaid Borrowingbefore outstanding LIBOR Rate Loans are prepaid. Any prepayment of LIBOR Rate Loans pursuant to this Section 2.05 made other than on the last day of an Interest Period applicable thereto, shall be accompanied by payment of all breakage costs payable under Section 3.05 associated therewith. In order to avoid such breakage costs, as long as no Event of Default has occurred and is continuing, at the request of the Lead Borrower, the Administrative Agent shall hold all amounts required to be applied to LIBOR Rate Loans in the Cash Collateral Account and will apply such funds to the applicable LIBOR Rate Loans at the end of the then pending Interest Period therefor (provided that the foregoing shall in no way limit or restrict the Administrative Agent’s rights upon the subsequent occurrence of an Event of Default). (g) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder. (h) Any notice of a prepayment to be made with the proceeds from the incurrence of Indebtedness or in connection with the closing of another transaction (including any notice of termination or reduction of Commitments made pursuant to Section 2.06 below) may state that such prepayment, termination or reduction is conditioned on the consummation of such incurrence or other transaction, and no Default or Event of Default shall occur if such prepayment, termination or reduction is not made because such condition is not satisfied.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penaltyCommitted Loans, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount of such prepayment and the Type(s) of Committed Loans to compliance be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Borrower at any time that a Borrowing Base Deficiency exists at such time, then the Borrower shall (i) give notice to the Administrative Agent and Lenders whether it intends to cure any Borrowing Base Deficiency by 3:00 p.m. on the Business Day following the date on which the Borrower is notified of such Borrowing Base Deficiency (unless Borrower has actually cured such Borrowing Base Deficiency by such time) and, if so, (ii) cure any Borrowing Base Deficiency by 3:00 p.m. on the second Business Day following the date on which a Borrowing Base Deficiency arose by either (A) repaying outstanding Loans or transferring additional Eligible Collateral Assets, Cash or Cash Equivalents to the Collateral Account so that the Borrowing Base will thereupon equal or exceed the Total Outstandings or (B) delivering to the Administrative Agent a written report showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets as of the date of such report, provided that such report shall (1) be satisfactory to the Administrative Agent, (2) give effect to all projected purchases of Collateral Assets and other financial assets by the Borrower with and account in a manner satisfactory to the applicable provisions Administrative Agent for any change in the market value of any such Collateral Assets and (3) give effect to sales of Collateral Assets only if such sales are (x) committed sales as of the date of such report, (y) sales to Approved Dealers and (z) reasonably expected by the Administrative Agent to be fully settled within 30 days of the date of such report. Notwithstanding Section 2.11; provided further that 7.07, the Borrower Parent may at its option, but shall not in any way be obligated to, contribute Eligible Collateral Assets, Cash or Cash Equivalents at any time to the Borrower’s election Borrower to cure a Borrowing Base Deficiency or for any other reason. (c) Any prepayment of any Loan shall be accompanied by all accrued and unpaid interest, amounts owing under Section 2.06 in connection with respect of the amount prepaid and in the case of any prepayment Eurocurrency Rate Loan any additional amounts required pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing3.05.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBOR Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit LIBOR Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments, then the Borrower shall, within five (5) Business Days, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess, with any such prepayment being first applied to the Total Outstandings; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans, the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid BorrowingAggregate Commitments.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any BorrowingTerm Loans (with respect to all or a specified tranche, without premium or penalty, if applicable) and/or Revolving Credit Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (iA) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) noon three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (iiB) in the case of any Swingline Loan, no later than 10:00 11:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 and 1,000,000 in an aggregate principal excess thereof or, if less, the outstanding amount of at least $5,000,000such Loans; provided that no partial and (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice and the amount of such Lender’s ratable portion of such prepayment (d) any based on such prepayments Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be applied first to any outstanding Swingline Loans due and second to any Revolving Credit Loans; and (e) any payable on the date specified therein. Any prepayment of LIBOR a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each prepayment of the outstanding Term Loans pursuant to this Section 5.1 2.05(a) shall be applied to the principal repayment installments thereof in direct order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant facilities. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of prepayment under this Section 2.05(a) not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not be consummated or shall otherwise be delayed. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any day time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall within one Business Day following demand by the Administrative Agent prepay the Revolving Credit Loans, Swing Line Loans and L/C Borrowings or Cash Collateralize the L/C Obligations (other than the last day of a LIBOR Period applicable thereto shall be subject L/C Borrowings) in an aggregate amount equal to compliance by such excess; provided, however, that the Borrower with shall not be required to Cash Collateralize the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment L/C Obligations pursuant to this Section 5.12.05(c) unless after the prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C Borrowings the Total Revolving Credit Outstandings exceed the Revolving Credit Facility. (d) On the date (or the next succeeding Business Day if such date is not a Business Day) that any Net Proceeds become Excess Sale Proceeds (subject to Section 2.05(h)), (i) the Borrower shall make a mandatory pro rata prepayment of the principal of the Loans in the amount of the Excess Sale Proceeds, and (ii) the Revolving Credit Facility shall be reduced, dollar for dollar, by the amount of such Excess Sale Proceeds applied to repay Revolving Credit Loans provided, however, that prepayments and the corresponding reduction in the Revolving Credit Facility under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Net Proceeds and unapplied Extraordinary Receipts exceeds $5,000,000. (e) Any Extraordinary Receipts shall be immediately applied (subject to Section 2.05(h)) as a mandatory pro rata prepayment on the principal of the Loans; provided, however, that prepayments under this Section 2.05(e) shall not be required until the aggregate amount of unapplied Extraordinary Receipts and unapplied Net Proceeds exceeds $5,000,000. (f) Immediately upon the consummation by any Loan Party of any issuance of Additional Debt (but without waiving the requirements of Administrative Agent and/or any Lender’s consent to any such issuance in violation of any Loan Document), the Borrower shall make (subject to Section 2.05(h)) a mandatory pro rata prepayment on the principal of the Loans in an amount equal to the Net Proceeds from such issuance. (g) Each prepayment under Section 2.05(d), (e) or (f) applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit outstanding Term Loans shall be applied ratably to the principal repayment installments thereof in direct order of maturity. (h) If any prepayment of Term Loans is required under Section 2.05(d), (e) or (f), then the Borrower may, by notice to Administrative Agent and each Term Lender, at least five Business Days prior to the date such prepayment would otherwise become due, provide the Term Lenders with an option to waive their respective Applicable Percentage of such prepayment. Any Term Lender electing to waive such prepayment may do so by providing notice to the Borrower and Administrative Agent of such election at least one Business Day prior to the date upon which such prepayment would otherwise become due. To the extent that any Term Lender elects to waive such prepayment, the Borrower may retain such Term Lender’s Applicable Percentage of such prepayment, subject to other covenants contained in this Agreement. (i) Each prepayment of the Loans under Section 2.05(c), (d), (e) or (f) shall be accompanied by all interest then accrued and unpaid on the principal so prepaid, together with any additional amounts required pursuant to Section 3.05. Any principal or interest prepaid pursuant to this Section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment. Each such prepayment shall be applied to the Term Loans, Revolving Credit Loans included or Swing Line Loans, as applicable, of the Appropriate Lenders in accordance with their respective Applicable Percentage in respect of the prepaid Borrowingrelevant Facility.

Prepayments. (a) The Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject time to the following conditions: (a) the Borrower shall give the Administrative Agent prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower Administrative Agent no later than (i) in the case of prepayment of any Revolving Credit LoanEurodollar Borrowing, 10:00 11:00 a.m. (New York time) not less than three (3) Business Days prior to the date of any such prepayment and prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline LoanBorrowings, no later than 10:00 prior to 11:00 a.m. (New York time) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, and, in each case, shall promptly be transmitted by the Administrative Agent to shall promptly notify each affected Lender of the Lenderscontents thereof and of such Lender's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.11(d); (b) each provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.17. Each partial prepayment of Revolving Credit Loans any Loan (other than a Swingline Loan) shall be in an amount that is would be permitted in the case of an advance of a multiple Revolving Borrowing of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made the same Type pursuant to Section 2.2 or in the case of a single Borrowing shall reduce the outstanding LIBOR Loans made Swingline Loan pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender2.4. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Loans comprising such Borrowing. (b) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.7 or otherwise, the Borrower shall immediately repay Swingline Loans included and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.17. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account with the Administrative Agent, in the prepaid Borrowingname of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the LC Exposure. Such account shall be administered in accordance with Section 2.20(g) hereof.

Prepayments. The Borrower shall have can voluntarily prepay, upon 3 Business Days’ prior written notice to Agent, any Term Loan in full, but not in part. Upon the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment date of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) any voluntary prepayment of a Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of a Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise), Borrower shall give pay to Agent, for the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) ratable benefit of its intent the Lenders, a sum equal to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of all outstanding principal plus any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to unpaid interest accrued through the date of such prepayment and with respect to the such Term Loan, (ii) the Final Payment Fee (as such term is defined in Section 2.7(d)) for such Term Loan, and (iii) a prepayment premium (as yield maintenance for loss of bargain and not as a penalty) equal to: (A) 5% on such principal prepayment amount, if such prepayment is made on or before the one year anniversary of such Term Loan, (B) 4% on such principal prepayment amount, if such prepayment is made after the one year anniversary of such Term Loan but on or before the two year anniversary of such Term Loan, and (C) 2% on such principal prepayment amount, if such prepayment is made after the two year anniversary of such Term Loan but before the Applicable Term Loan Maturity Date for such Term Loan; provided, however, that Borrower shall not be obligated to pay the amounts described in clauses (A), (B) or (C) above in connection with a prepayment in full of the Term Loan and the other Obligations hereunder in the case of event that either (i) Borrower has requested in writing that the Requisite Lenders consent to a transaction that is not permitted under Section 7.5 and the Requisite Lenders have not consented to such transaction on or prior to the Response Date (as defined below) or (ii) Borrower has requested in writing that the Requisite Lenders consent to any Swingline Loanamendment, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each modification or waiver of the Lenders; (bMaxygen License Agreement for which the consent of the Requisite Lenders is required under Section 7.11(a) each partial prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant Requisite Lenders have not consented to such Borrowing amendment, modification or waiver on or prior to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans Response Date. Borrower shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) have no obligation upon any prepayment of LIBOR Loans pursuant any Term Loan hereunder to pay, in addition to the amounts specified in this Section 5.1 on 2.4, any day other than yield maintenance with respect to unaccrued interest that would have accrued through the last day maturity of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, Term Loan had such prepayment shall Term Loan not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingbeen prepaid.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (iA) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) noon three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (iiB) in the case of any Swingline Loan, no later than 10:00 11:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 and 1,000,000 in an aggregate principal excess thereof or, if less, the outstanding amount of at least $5,000,000such Loans; provided that no partial and (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice and the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of prepayment under this Section 2.05(a) not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Committed Loans, which refinancing shall not be consummated or shall otherwise be delayed. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall within one Business Day following demand by the Administrative Agent prepay the Loans in an aggregate amount equal to such excess. (d) On the date (or the next succeeding Business Day if such date is not a Business Day) that any Net Proceeds become Excess Sale Proceeds, (i) the Borrower shall make a mandatory prepayment of the principal of the Loans in the amount of the Excess Sale Proceeds, and (ii) the Aggregate Commitments shall be reduced, dollar for dollar, by the amount of such Excess Sale Proceeds provided, however, that prepayments and the corresponding reduction in Aggregate Commitments under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Net Proceeds and unapplied Extraordinary Receipts exceeds $5,000,000. (e) Any Extraordinary Receipts shall be immediately applied as a mandatory prepayment on the Loans; provided, however, that prepayments under this Section 2.05(e) shall not be required until the aggregate amount of unapplied Extraordinary Receipts and unapplied Net Proceeds exceeds $5,000,000. (f) Immediately upon the consummation by any Loan Party of any issuance of Additional Debt (but without waiving the requirements of Administrative Agent and/or any Lender’s consent to any such prepayments issuance in violation of any Loan Document), the Borrower shall make a mandatory prepayment on the Loans in an amount equal to the Net Proceeds from such issuance. (g) Each prepayment under Section 2.05(c), (d), (e) or (f) shall be applied ratably as follows: (i) first to any outstanding Swingline prepay the Outstanding Amount of the Committed Loans, and (ii) second, to repay the Outstanding Amount of the Swing Line Loans. (h) Each prepayment of the Loans and second to any Revolving Credit Loans; and under Section 2.05(c), (d), (e) or (f) shall be accompanied by all interest then accrued and unpaid on the principal so prepaid, together with any prepayment of LIBOR Loans additional amounts required pursuant to Section 3.05. Any principal or interest prepaid pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject in addition to, and not in lieu of, all payments otherwise required to compliance by be paid under the Borrower with the applicable provisions of Section 2.11; provided further that Loan Documents at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, time of such prepayment. Each such prepayment shall not be applied to any Revolving Credit Loan the Committed Loans or Swing Line Loans, as applicable, of a Defaulting Lender. Each prepayment the Lenders in accordance with their respective Applicable Percentage of a Borrowing of Revolving Credit such Committed Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingor Swing Line Loans.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersLIBOR Floating Rate Loans or Base Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Floating Rate Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline or Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay ratably any Borrowing, without premium or penalty, Loans then outstanding in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that such notice must be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in substantially the case form of any Revolving Credit Loan, 10:00 a.m. Exhibit F hereto (New York timeor such other form reasonably acceptable to the Administrative Agent) and (ii) received by the Administrative Agent not later than 12:00 noon (A) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (biii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iv) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) any of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such prepayments Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be applied first to any outstanding Swingline Loans due and second to any Revolving Credit Loanspayable on the date specified therein; and (e) any provided, that a notice of prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance delivered by the Borrower with may state that such notice is conditioned upon the applicable provisions consummation of Section 2.11another transaction, 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 provided, further that at the Borrower’s election Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in connection accordance with any prepayment pursuant Section 2.20 as a result of the failure to this Section 5.1, make such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lenderprepayment. Each Any prepayment of a Borrowing of Revolving Credit Loans Eurodollar Rate Loan shall be applied ratably accompanied by all accrued interest thereon, together with any additional amounts required pursuant to the Revolving Credit Loans included in the prepaid BorrowingSection 2.20.

Prepayments. The (a) Each Borrower shall have may, upon notice to the right Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Term Loans and Revolving Credit Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentfive, the amount of such prepayment and (in the case of LIBOR Loansprepayment of Loans denominated in Special Notice Currencies) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans or Daily Floating LIBOR Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans or Daily Floating LIBOR Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (dv) any such prepayments notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be applied first to any outstanding Swingline Loans due and second to any Revolving Credit Loans; and (e) any payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan or Daily Floating LIBOR Rate Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto 2.06(a) shall be applied to the outstanding principal amount under the relevant Facility as directed by the Company (or, in the absence of specification, ratably between the Three-Year Term Loan Facility and the Two-Year Term Loan Facility), and subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.12.18, each such prepayment shall not be applied paid to any Revolving Credit Loan the Lenders in accordance with their respective Applicable Percentages in respect of a Defaulting Lendereach of the relevant Facility. Each Subject to Section 2.18, each such prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included of the Lenders in accordance with their respective Applicable Percentage. (b) [Reserved]. (c) The Company may, upon notice to the prepaid BorrowingSwing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Maximum Availability then in effect, the Borrower shall within one (1) Business Day after notice from the Administrative Agent prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.06(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Maximum Availability then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The (a) Borrower shall have the right may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than penalty; provided that (i) in the case of any Revolving Credit Loan, 10:00 such notice must be received by Administrative Agent not later than 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that Borrower shall be entitled to make any such payment conditional on the receipt of other financing or the proceeds of other transactions (dif such payment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) Borrower may, upon notice to Swing Line Lender (with a copy to Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that Borrower shall be entitled to make any outstanding Swingline such payment conditional on the receipt of other financing or the proceeds of other transactions (if such prepayment is made in connection with a refinancing or other payment in full of the Loans) to the extent specified in such notice. (c) If for any reason the Total Outstandings at any time exceed the Maximum Availability then in effect, then Borrower shall, within five (5) Business Days, prepay Loans and second and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Maximum Availability then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have Loan Parties may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment and of Eurodollar Rate Committed Loans or (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial except in the circumstances contemplated by Section 2.05(c), any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 and 1,000,000 in an aggregate excess thereof or, if less, the entire principal amount of at least $5,000,000thereof then outstanding; provided that no partial and (iii) except in the circumstances contemplated by Section 2.05(c), any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Company (d) on behalf of itself or any Borrowing Subsidiary), the applicable Loan Party shall make such prepayments prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied first to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) If for any outstanding Swingline reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, then upon written notice from the Administrative Agent, the Loan Parties shall immediately prepay Loans in an aggregate amount equal to such excess; provided, however, (i) if such prepayment obligation is a result of changes in the Spot Rate on any Revaluation Date and second to any Revolving Credit Loans; and (e) any the amount of such prepayment of LIBOR Loans obligation does not exceed $1,000,000, no such prepayment shall be required pursuant to this Section 5.1 2.05(c) and (ii) if such prepayment obligation is a result of changes in the Spot Rate on any day other than Revaluation Date and the last day amount of such prepayment obligation exceeds $1,000,000, the Loan Parties may defer such prepayment obligation until the next Revaluation Date (a LIBOR Period applicable thereto “Deferral Date”). On any Deferral Date, the Loan Parties shall prepay Loans in an aggregate amount equal to the amount by which the Total Outstandings (calculated using current Spot Rates) on such Deferral Date exceeds the Aggregate Commitments then in effect. (d) If for any reason the Dollar Equivalent of the aggregate outstanding principal amount of the Foreign Currency Committed Loans denominated in Mexican Pesos exceeds the Peso Sublimit then in effect, then upon written notice from the Administrative Agent, the Loan Parties shall immediately prepay Foreign Currency Committed Loans denominated in Mexican Pesos in an aggregate amount equal to such excess; provided, however, (i) if such prepayment obligation is a result of changes in the Spot Rate on any Revaluation Date and the amount of such prepayment obligation does not exceed $1,000,000, no such prepayment shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment required pursuant to this Section 5.1, 2.05(d) and (ii) if such prepayment obligation is a result of changes in the Spot Rate on any Revaluation Date and the amount of such prepayment obligation exceeds $1,000,000, the Loan Parties may defer such prepayment obligation until the next Deferral Date. On any Deferral Date, the Loan Parties shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit prepay Foreign Currency Committed Loans shall be applied ratably denominated in Mexican Pesos in an aggregate amount equal to the Revolving Credit amount by which the Dollar Equivalent of the aggregate outstanding principal amount of the Foreign Currency Committed Loans included denominated in Mexican Pesos (calculated using current Spot Rates) on such Deferral Date exceeds the prepaid BorrowingPeso Sublimit then in effect.

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditionswithout premium or penalty; provided that: (ai) the Borrower shall give such notice must be received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York time) three (3) Business Days prior to any date of prepayment of LIBOR Loans, or on the date of such prepayment of Base Rate Committed Loans; and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 200,000, or a whole multiple of $100,000 25,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The (a) Borrower shall have the right may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than penalty; provided that (i) in the case of any Revolving Credit Loan, 10:00 such notice must be received by Administrative Agent not later than 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $25,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Available Loan Amount, then Borrower shall, within five (5) Business Days, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of the Loans the Total Outstandings exceed the Available Loan Amount; provided, however, that in the event the Total Outstandings exceed the Available Loan Amount as a LIBOR Period applicable thereto shall be subject to compliance by result of the initial completion of Appraisal Condition, the Borrower shall have a period of sixty (60) days from the date such Appraisal Condition is satisfied in order to comply with the applicable provisions requirements of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing2.05(c).

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, in such form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall have be approved by the right Administrative Agent), appropriately completed and signed by a Responsible Officer, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Committed 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 entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) Subject to the applicable terms and conditions of the Swing Line Cash Management Agreement, the Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment directly to the Swing Line Lender and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 12:00 noon (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the applicable Borrower (d) or by the Borrower Agent on its behalf), such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.23, each such prepayments prepayment shall be applied first to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any outstanding Swingline time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such notice must be received by the Swing Line Lender and second the Administrative Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower (or by the Borrower Agent on its behalf), such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Notwithstanding anything herein to the contrary, but subject to Section 2.08, if for any Revolving Credit Loansreason the Total Outstandings at any time exceed the Borrowing Base then in effect, Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; and (e) any prepayment of LIBOR Loans provided, however, that Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.06(c) unless after the prepayment in full of all outstanding Loans, the Total Outstandings exceed the Borrowing Base then in effect. (d) Concurrently with any day Disposition of Accounts or Railcars or Chassis (other than the last day any Disposition of a LIBOR Period applicable thereto Accounts or Railcars or Chassis permitted by Section 7.05), (i) 100% of Net Proceeds of such Disposition shall be subject immediately used to compliance by prepay Loans and/or Cash Collateralize the Borrower with L/C Obligations; provided, however, that Borrowers shall not be required to Cash Collateralize the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment L/C Obligations pursuant to this Section 5.12.06(d) unless after the prepayment in full of all outstanding Loans, the Total Outstandings exceed the Borrowing Base then in effect and (ii) the Account Formula Amount, in the case of a Disposition of Accounts, or the Equipment Formula Amount, in the case of a Disposition of Railcars or Chassis, shall be immediately reduced by an amount equal to the amount, if any, attributed to such prepayment Accounts or Railcars or Chassis, as applicable, in the calculation of the Borrowing Base at the time of its Disposition. (e) Concurrently with the receipt of Net Proceeds from any Extraordinary Receipt, 100% of such Net Proceeds shall be immediately used to prepay Loans and/or Cash Collateralize the L/C Obligations; provided, however, that Borrowers shall not be applied required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(e) unless after the prepayment in full of all outstanding Loans, the Total Outstandings exceed the Borrowing Base then in effect. (f) Concurrently with the receipt of any Revolving Credit Loan proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance or property insurance on any leased equipment other than equipment leased pursuant to a Defaulting Lender. Each prepayment Capital Lease or Synthetic Lease) or condemnation awards paid in respect of a Borrowing any Railcars or Chassis, (i) 100% of Revolving Credit Loans such proceeds or awards shall be applied ratably immediately used to prepay Loans and/or Cash Collateralize the L/C Obligations; provided, however, that Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(f) unless after the prepayment in full of all outstanding Loans, the Total Outstandings exceed the Borrowing Base then in effect and (ii) the Equipment Formula Amount shall be immediately reduced by an amount equal to the Revolving Credit Loans included amount, if any, attributed to such Railcars or Chassis in the prepaid Borrowingcalculation of the Borrowing Base at the time of the receipt of such proceeds. (g) Notwithstanding anything herein to the contrary, during any Trigger Period (Cash Dominion), concurrently with the receipt of any Net Proceeds from any Disposition of Collateral, any Extraordinary Receipt or receipt of any proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance or property insurance on any leased equipment other than equipment leased pursuant to a Capital Lease or Synthetic Lease) or condemnation awards paid in respect of any Collateral, 100% of such proceeds shall be immediately deposited into the a Dominion Account at Bank of America and used to prepay Loans and/or Cash Collateralize L/C Obligations. (h) Neither the Commitments nor the Letter of Credit Sublimit shall be permanently reduced by the amount of any prepayments made pursuant to Sections 2.06(a) through (g).

Prepayments. (a) The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) two Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans or Cost of Funds Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Loans or Cost of Funds Rate 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 entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any day other than time exceed the last day of a LIBOR Period applicable thereto Total Acquisition Commitments then in effect the Borrowers shall be subject immediately prepay Acquisition Loans in an aggregate amount equal to compliance by such excess; and (iii) the Borrower with Total Revolver Outstandings at any time exceed the applicable provisions of Section 2.11; provided further that at Total Revolver Commitments then in effect the Borrower’s election Borrowers shall immediately prepay Revolver Loans in connection with any prepayment pursuant an aggregate amount equal to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexcess.

Prepayments. (a) The Borrower shall have may, upon notice to the right to prepay any BorrowingAdministrative Agent, without premium or penalty, in whole or in part at any time and from time to time. Such time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. on the date of prepayment; (ii) any prepayment of Revolving Credit Loans and Swingline Loans shall be subject in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (iii) any voluntary prepayment of Loans made on or prior to the following conditions: (a) third anniversary of the Borrower Closing Date shall give be accompanied by any applicable Exchange Rate Make-Whole Payment. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent written notice (or telephonic notice will promptly confirmed in writing) notify each Lender of its intent to make receipt of each such prepaymentnotice, and of the amount of such Lender’s Applicable Percentage of such prepayment. The Borrower shall make such prepayment and (the payment amount specified in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which such notice shall be given due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, 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. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the aggregate Net Proceeds received by the Loan Parties on account of Dispositions of any property or assets of a Loan Party described in clauses (f), (j), (m) and (n) of the definition of Permitted Disposition exceeds $15,000,000 in any Fiscal Year, then the Borrower shall prepay the Loans in an amount equal to such excess, no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date after receipt by any Loan Party of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, andNet Proceeds, in each casecase without premium or penalty except to the extent required by Section 2.09(b); provided, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Loans shall be in an amount however, that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied required to any Revolving the extent that such Net Proceeds have been utilized to prepay the loans or cash collateralize other obligations under the ABL Credit Loan Agreement. Notwithstanding the foregoing, in the case of a Defaulting Lender. Each Disposition of the DC Shoes Business, an amount equal to the Net Proceeds may be utilized first, to prepay loans and/or cash collateralize other obligations under the ABL Credit Agreement; second, in the event such Disposition of the DC Shoes Business is a voluntary sale, to prepay the loans then outstanding under Facility A (as defined under the French Credit Agreement); third, in the event such Disposition of the DC Shoes Business is a voluntary sale, unless the NP Cash Collateral (as defined under the French Credit Agreement) has been released prior to a Permitted Disposition of the DC Shoes Business, for the purpose of (x) releasing the NP Cash Collateral and substituting the Parent in lieu of Na Pali thereunder or (y) increasing the share capital of Quiksilver Europa SL by way of cash contribution (through a share capital increase of Biarritz Holdings S.à x.x.), releasing the NP Cash Collateral and substituting Quiksilver Europa SL in lieu of Na Pali thereunder; and fourth, to prepay the Loans or the Euro Term Loans. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of any other event that results in a mandatory prepayment of a Borrowing the loans under the ABL Credit Agreement (other than any mandatory prepayment relating to overadvance or borrowing base matters under the ABL Credit Agreement) no later than three (3) Business Days after receipt by any Loan Party of Revolving Credit Loans shall be applied ratably such Net Proceeds, in each case without premium or penalty except to the Revolving extent required by Section 2.09(b); provided, however, that such prepayment shall not be required to the extent that such Net Proceeds have been utilized to prepay the loans or cash collateralize other obligations under the ABL Credit Agreement. (d) The Borrower shall prepay the Loans included in full, without premium or penalty except to the prepaid Borrowingextent required by Section 2.09(b), upon the occurrence of a Change of Control.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBO Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit LIBO Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayments prepayment shall be applied first to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything to the contrary contained herein, the Borrowers may rescind any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any notice of prepayment of LIBOR Loans provided pursuant to this Section 5.1 2.05(a) if such prepayment would have resulted from a refinancing of all of the Loans hereunder, which refinancing shall not have been consummated or shall otherwise have been delayed. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any day other than the last day of a LIBOR Period applicable thereto such prepayment shall be subject to compliance in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower with Lead Borrower, the applicable provisions Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained herein, the Borrowers may rescind any notice of Section 2.11; prepayment provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, 2.05(b) if such prepayment would have resulted from a refinancing of all of the Loans hereunder, which refinancing shall not have been consummated or shall otherwise have been delayed. (c) If for any reason the Total Outstandings at any time exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect, the Borrowers shall immediately prepay Committed Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be applied required to any Revolving Credit Loan Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect. (d) After the occurrence and during the continuance of a Defaulting LenderCash Dominion Event, the Borrowers shall prepay the Loans in accordance with the provisions of Section 6.13. Each prepayment In addition, after the occurrence and during the continuance of a Borrowing Cash Dominion Event, any Net Proceeds received by a Loan Party upon the occurrence of Revolving Credit a Prepayment Event shall be paid over to the Administrative Agent on receipt by the Loan Parties and shall be utilized to prepay the Loans in the order of priority set forth in Section 2.05(e). The application of such Net Proceeds to the Loans shall not reduce the Commitments. If no Cash Dominion Event exists (or if all Obligations then due are paid in full during the existence of a Cash Dominion Event), then any Net Proceeds (or excess Net Proceeds, as the case may be) shall be remitted to the operating account of the Borrowers designated by the Lead Borrower. (e) Prepayments made pursuant to this Section 2.05, first, shall be applied ratably to the Revolving Credit Loans included L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans(without any reduction in the prepaid BorrowingCommitments), third, shall be used to Cash Collateralize the remaining L/C Obligations to the extent required pursuant to Section 2.03(g); and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay any BorrowingCommitted Loans in whole or in part, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 1:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBO Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit LIBO Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first to in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any outstanding Swingline reason the Total Outstandings at any time exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect, the Borrowers shall immediately prepay Loans, Swing Line Loans and second L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless, after the last day prepayment in full of the Loans, the Total Outstandings exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect. (d) After the occurrence and during the continuance of a LIBOR Period applicable thereto Cash Dominion Event, the Borrowers shall be subject to compliance by prepay the Borrower Loans in accordance with the applicable provisions of Section 2.11; provided further that at 6.13 hereof. In addition, any Net Proceeds received by a Loan Party upon the Borrower’s election occurrence of a Prepayment Event, irrespective of whether or not a Cash Dominion Event then exists and is continuing, shall be paid over to the Administrative Agent on receipt by the Loan Parties and shall be utilized to prepay the Loans in connection the order of priority set forth in Section 2.05(e). The Agents shall not be obligated to release their Liens on any Collateral until such Net Proceeds have been so received (to the extent required in this clause (d)). The application of such Net Proceeds to the Loans shall not reduce the Commitments. If all Obligations then due are paid, any excess Net Proceeds shall be remitted to the operating account of the Borrowers maintained with any prepayment the Administrative Agent. (e) Prepayments made pursuant to this Section 5.12.05, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans first, shall be applied ratably to the Revolving Credit L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations, and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans included and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the prepaid Borrowingordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. The (a) Each Borrower shall have may, upon notice from Xxxxxxxxx to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentfive, the amount of such prepayment and (in the case of LIBOR Loansprepayment of Loans denominated in Special Notice Currencies) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Xxxxxxxxx, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) Xxxxxxxxx may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Xxxxxxxxx, Xxxxxxxxx shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies Xxxxxxxxx at any time that the Total Outstandings at such prepayments time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Xxxxxxxxx shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that Xxxxxxxxx shall not be applied first required to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.06(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any day other than time and from time to time after the last day initial deposit of a LIBOR Period applicable thereto shall such Cash Collateral, request that additional Cash Collateral be subject provided in order to compliance by protect against the Borrower with the applicable provisions results of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexchange rate fluctuations.

Prepayments. The Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Each Borrower shall give may, upon notice to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentAgent, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) Charlotte time on the date of such prepayment, specifying that it is prepaying Base Rate Loans made to it, prepay without penalty or premium such Base Rate Loans in whole at any time or in part in amounts aggregating $500,000 ($100,000 in the case of Swingline Loans) from time to time, by paying the principal amount to be paid. Each such optional prepayment shall be applied to pay the Base Rate Loans of the several Banks in proportion to their respective Pro Rata Shares. (b) Each Borrower may, upon at least three (3) Business Days’ notice to the Administrative Agent, given not later than 11:00 a.m., Charlotte time, specifying that it is prepaying the SOFR Loans made to it, prepay the SOFR Loans to which a given Interest Period applies, in whole, or in part in amounts aggregating $2,500,000, by paying the principal amount to be paid together with all accrued and unpaid interest thereon to and including the date of payment and any funding losses and other amounts payable under Section 2.10; provided, however, that in no event may such Borrower make a partial prepayment of SOFR Loans which results in the total outstanding SOFR Loans with respect to which a given Interest Period applies being less than $2,500,000. Each such optional prepayment shall be applied to pay the SOFR Loans of the several Banks in proportion to their respective Pro Rata Shares. (c) Each notice of prepayment under this Section 2.08 shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in each casethe case of SOFR Loans, the applicable Interest Period), and shall promptly be transmitted by irrevocable and shall bind the applicable Borrower to make such prepayment on the terms specified therein. Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent to shall promptly notify each Bank of the Lenders; (b) each partial contents thereof and of such Bank’s Pro Rata Share of such prepayment of Revolving Credit Loans and such notice shall not thereafter be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000revocable by such Borrower; provided that if such notice has also been furnished to the Banks, the Administrative Agent shall have no partial prepayment of LIBOR obligation to notify the Banks with respect thereto. Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans prepaid pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall 2.08 may be reborrowed, subject to compliance by the Borrower with the applicable provisions terms and conditions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid BorrowingAgreement.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time without premium or penalty; provided that (i) such notice must be substantially in the form of Exhibit J and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, andprepayment of Base Rate Committed Loans, in each case, shall promptly be transmitted by or such later time as is reasonably acceptable to the Administrative Agent to each of the LendersAgent; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate minimum principal amount of at least $5,000,0001,000,000; provided that no partial and (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a minimum principal amount that is a multiple of $100,000 500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be promptly paid to the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lenders (with a copy to the Administrative Agent), at any time or a from time to time, voluntarily prepay Swing Line Loans in whole multiple or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the date of $100,000 in excess thereof; the prepayment, and (dB) any such prepayments prepayment shall be applied first in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment made pursuant to this clause (b) shall be made among the Swing Line Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Swing Line Loans. (c) If for any outstanding Swingline reason Total Outstandings exceed the Facility then in effect, the Borrower shall, within one (1) Business Day, prepay Loans (including Swing Line Loans and second L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount necessary to any Revolving Credit Loanscause Total Outstandings to equal or be less than the Facility then in effect; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Facility then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The Borrower shall have principal amount of the right to prepay any Borrowing, without premium or penalty, Indebtedness evidenced by this Note is prepayable in whole full or in part at any time and from time to time, without premium. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: If (ax) the Senior Indebtedness or (y) any indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, the Senior Indebtedness (including any accrued and unpaid interest thereon) has been repaid in full, then within 10 days after the date on which Borrower files its next quarterly report with the Securities Exchange Commission for the fiscal quarter in which the Senior Indebtedness or such other indebtedness has been repaid in full and for each subsequent fiscal quarter as long as the Indebtedness remains outstanding, Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in prepay an aggregate principal amount of at least the Indebtedness equal to the lesser of (a) 25% of (i) cash and cash equivalents set forth on Borrower’s balance sheet as of the end of such fiscal quarter (as reduced by “cut” but “uncashed” checks reflected as overdrafts in Borrower’s general ledger as of such fiscal quarter-end) minus (ii) $5,000,00010,000,000 and (b) 25% of (i) the lowest amount of Excess Cash (as defined below) available to Borrower as of the last business day of any month in the next twelve (12) month period following such fiscal quarter minus (ii) $10,000,000; provided that no partial prepayment the aggregate principal amount of LIBOR Loans made pursuant the Indebtedness to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans repaid pursuant to this Section 5.1 on 7 at any day other than time shall be determined and approved by the disinterested members of Borrower’s board of directors, whose determination shall be final and binding. For purposes of this Section 7, “Excess Cash” shall mean the excess cash forecasted to be available to Borrower as of the last business day of a LIBOR Period applicable thereto shall be subject to compliance by each month of the Borrower with the applicable provisions of Section 2.11; provided further that at the relevant rolling twelve month period following each fiscal quarter-end, as set forth in Borrower’s election business plan for such period, which business plan shall have been prepared in connection a manner consistent with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingpast practice.

Prepayments. The Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the The Borrower shall give may, upon notice to the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentAgent, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) time on the date of such prepayment, specifying that it is prepaying the Base Rate Loans, prepay without penalty or premium the Base Rate Loans in whole at any time or in part in amounts aggregating at least $500,000 from time to time, by paying the principal amount to be paid. Each such optional prepayment shall be applied to pay the Base Rate Loans of the several Banks in proportion to their respective Pro Rata Shares. (b) The Borrower may, upon at least three (3) Business Days’ notice to the Administrative Agent, given not later than 11:00 a.m., New York time, specifying that it is prepaying the Term SOFR Loans, prepay the Term SOFR Loans to which a given Interest Period applies, in whole, or in part in amounts aggregating at least $2,500,000, by paying the principal amount to be paid together with all accrued and unpaid interest thereon to and including the date of payment and any funding losses and other amounts payable under Section 2.10; provided, however, that in no event may the Borrower make a partial prepayment of Term SOFR Loans which results in the total outstanding Term SOFR Loans with respect to which a given Interest Period applies being less than $2,500,000. Each such optional prepayment shall be applied to pay the Term SOFR Loans of the several Banks in proportion to their respective Pro Rata Shares. (c) Each notice of prepayment under this Section 2.08 shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in each casethe case of Term SOFR Loans, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Loans applicable Interest Period), and shall be in an amount that is a multiple of $100,000 irrevocable and in an aggregate principal amount of at least $5,000,000; provided that no partial shall bind the Borrower to make such prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce on the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day terms specified therein. Upon receipt of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions notice of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1Section, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s Pro Rata Share of such prepayment and such notice shall not thereafter be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably revocable by the Borrower; provided that if such notice has also been furnished to the Revolving Credit Loans included in Banks, the prepaid BorrowingAdministrative Agent shall have no obligation to notify the Banks with respect thereto.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Term Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 12:00 noon (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersAlternate Base Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Alternate Base Rate Loans shall be in a principal amount of $300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Term Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each such prepayment shall be applied to the Term Loans of the Lenders in accordance with their respective Term Pro Rata Shares of such Loan. Any voluntary prepayments of the Term Loans shall be made and applied as provided in Section 2.03(f). (b) Concurrently with the receipt of Net Cash Proceeds from the Disposition by (i) PowerSecure of the Property or (ii) the Borrower of the Equity Interests of PowerSecure, the Borrower shall prepay the Term Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds or Net Equity Interests, as applicable, together with all other outstanding amount of the Obligations hereunder. Such mandatory prepayment shall be made and applied as provided in Section 2.03(d). (c) The Borrower shall make mandatory prepayments of the Term Loans in an amount equal to 100% of the Net Recovery Proceeds of any Recovery Event or Extraordinary Receipt in respect of the Property; provided, however, in the event the Borrower or one of its Subsidiaries receives Net Recovery Proceeds on account of a Recovery Event in respect of the Property, the Borrower or such Subsidiary may apply such proceeds to the purchase price of replacement property in respect of the Property within 120 days of such Recovery Event to the extent required pursuant to this Section 5.1 on 7.05(g). Each such mandatory prepayment shall be made and applied as provided in Section 2.03(d). (d) Any mandatory prepayment required pursuant to Section 2.03(b) or (c) and any day other than the last day voluntary prepayment of a LIBOR Period applicable thereto Term Loans made pursuant to Section 2.03(a) shall (i) in addition include any additional amounts required pursuant to Section 3.05, (ii) not be subject to compliance by any notice and minimum payment provisions, and (iii) be applied (A) pro rata, in the Borrower with the applicable provisions case of Section 2.11; provided further that at the Borrower’s election in connection with any a voluntary prepayment pursuant to this Section 5.12.03(a), such prepayment shall not be applied to any Revolving Credit Loan all of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included unpaid scheduled installments and (B) in the prepaid Borrowinginverse order of maturity, in the case of any mandatory prepayment pursuant to Section 2.03(b) or (c).

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of LIBO Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit LIBO Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayments prepayment shall be applied first to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any outstanding Swingline reason the Total Outstandings at any time exceed the Loan Cap, the Borrowers shall immediately prepay Committed Loans and second L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(b) unless after the last day prepayment in full of a LIBOR Period applicable thereto the Committed Loans the Total Outstandings exceed the Loan Cap. (c) The Borrower shall be subject to compliance by prepay the Borrower Committed Loans and Cash Collateralize the L/C Obligations in accordance with the applicable provisions of Section 2.11; provided further that at 6.13 hereof. (d) The Borrowers shall prepay the Borrower’s election Loans and Cash Collateralize the L/C Obligations in connection with an amount equal to the Net Proceeds received by a Loan Party on account of any prepayment Permitted Disposition arising under clause (b) of the definition thereof in excess of the sale of five percent (5%) of the number of the Loan Parties’ Stores in any Fiscal Year. (e) Prepayments made pursuant to this Section 5.12.05(b), such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans (c) and (d) above, first, shall be applied ratably to the Revolving Credit L/C Borrowings, second, shall be applied ratably to the outstanding Committed Loans included which are Base Rate Loans, third, shall be applied ratably to the outstanding Committed Loans which are LIBO Rate Loans, fourth, shall be used to Cash Collateralize the remaining L/C Obligations; and, fifth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the prepaid Borrowingordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. (a) The Borrowers may, upon notice by the Parent Borrower shall have to the right Administrative Agent, at any time or from time to time, voluntarily prepay any Borrowing, without premium or penalty, Committed Revolving Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to the any date of such prepayment and of Eurocurrency Rate Loans denominated in Dollars, (iiB) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) (or such shorter period as the Administrative Agent shall agree) prior to any Swingline Loan, no later than 10:00 a.m. date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (New York timeC) on the date of such prepayment, andprepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a minimum principal amount of $1,000,000; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount the Dollar Equivalent of which is $500,000; and (iv) any prepayment of Base Rate Committed Revolving Loans shall be in a minimum principal amount of $500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s), Tranche and currency of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Parent Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Parent Borrower if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each prepayment made pursuant to this clause (a) shall be made ratably among the Revolving Lenders in accordance with their respective Applicable Percentages of the Committed Revolving Loans. (b) The Borrowers may, upon notice by the Parent Borrower to the Swing Line Lenders (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Swing Line Lender of the amount of such Swing Line Lender’s Applicable Swing Line Percentage of such prepayment. If such notice is given by the Parent Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrowers if such condition is not satisfied. Each prepayment made pursuant to this clause (b) shall be made ratably among the Swing Line Lenders in accordance with their respective Applicable Swing Line Percentage of the Swing Line Loans. (c) If the Administrative Agent notifies the Parent Borrower at any time that (i) the Total Revolving Outstandings at such time exceed an amount equal to one hundred five percent (105%) of the Aggregate Revolving Commitments then in effect, (ii) the L/C Obligations at such time exceed the Letter of Credit Sublimit then in effect, (iii) the Swing Line Loans outstanding at such time exceed the Swing Line Sublimit then in effect, or (iv) the Outstanding Amount of all Committed Revolving Loans denominated in Alternative Currencies at such time exceeds an amount equal to one hundred five percent (105%) of the Alternative Currency Sublimit then in effect, the Borrowers shall promptly (and in any event within one (1) Business Day or, in the case of the Alternative Currency Sublimit, within five (5) Business Days) prepay the applicable Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Outstandings as of such date of payment to an amount not to exceed the Aggregate Revolving Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a)(iv), the Borrowers shall not be transmitted required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Committed Revolving Loans and the Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (d) The Borrowers may, upon notice by the Parent Borrower to the Administrative Agent, at any time or from time to time, voluntarily prepay Term A-1 Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to each any date of prepayment of Term A-1 Loans that are Eurocurrency Rate Loans and (B) on the Lendersdate of prepayment of Term A-1 Loans that are Base Rate Loans; (bii) each partial any prepayment of Revolving Credit Term A-1 Loans that are Eurocurrency Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate minimum principal amount of at least $5,000,0001,000,000; provided that no partial and (iii) any prepayment of LIBOR Term A-1 Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline that are Base Rate Loans shall be in an a minimum principal amount that is a multiple of $100,000 or a whole multiple 500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not and the Type(s) of Term A-1 Loans to be applied prepaid and, if Eurocurrency Rate Loans are to any Revolving Credit Loan be prepaid, the Interest Period(s) of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing.such Term A-1

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, such other amount equal to the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Pro Rata Shares. Notwithstanding the foregoing, prepayments of Loans of a Disqualified Lender pursuant to Section 10.16 shall be applied solely to such Disqualified Lender’s Loans, and not in accordance with the respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 4:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Commitments then in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentfive, the amount of such prepayment and (in the case of LIBOR Loansprepayment of Loans denominated in Special Notice Currencies) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (eiii) any prepayment of LIBOR Base Rate Committed Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders ratably in accordance with their respective Commitments. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.06(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Borrower with at any time that the applicable provisions Outstanding Amount of Section 2.11; provided further that all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Borrower’s election Alternative Currency Sublimit then in connection with any prepayment pursuant effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to this Section 5.1, reduce such prepayment shall Outstanding Amount as of such date of payment to an amount not be applied to any Revolving Credit Loan exceed 100% of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included Alternative Currency Sublimit then in the prepaid Borrowingeffect.

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium Committed Loans or penalty, Individual Currency Loans made to such Borrower in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency other than a Special Notice Currency, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Special Notice Currencies, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Core Currency Applicable Percentage (in the case of Committed Loans) or ratable share (in the case of Individual Currency Loans) of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a full or partial refinancing of the Commitments, such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case such notice may be revoked by the Company (dby notice to the Administrative Agent on or prior to the date of such prepayment) if such condition is not satisfied; provided that the applicable Borrower shall pay any amounts required pursuant to Section 3.05. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment of Committed Loans shall be applied to the Committed Loans of the Lenders in accordance with their respective Core Currency Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that (i) solely as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed an amount equal to any outstanding Swingline Loans and second to any 105% of the Aggregate Commitments then in effect or that the aggregate Revolving Credit LoansExposure exceeds an amount equal to 105% of the Aggregate Commitments or (ii) other than as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed the Aggregate Commitments then in effect or that the aggregate Revolving Credit Exposures exceed the Aggregate Commitments, then, in either case, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; and (e) any prepayment provided, however, that, subject to the provisions of LIBOR Loans Section 2.17(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any day time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that (i) solely as a result of fluctuations in currency exchange rates, the Outstanding Amount of all Loans denominated in Non-Core Currency at such time exceed an amount equal to 105% of the aggregate Individual Currency Commitments with respect to such currency then in effect or (ii) other than as a result of fluctuations in currency exchange rates, the last day Outstanding Amount of a LIBOR Period applicable thereto all Loans denominated in any Non-Core Currency at such time exceeds the aggregate Individual Currency Commitments with respect to such currency then in effect, then, in either case, within four Business Days after receipt of such notice, the Borrowers shall be subject prepay Loans in such currency in an aggregate amount sufficient to compliance by the Borrower with the applicable provisions reduce such Outstanding Amount as of Section 2.11; provided further that at the Borrower’s election such date of payment to an amount not to exceed 100% of such aggregate Individual Currency Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon delivery of a Notice of Committed Loan Prepayment to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Committed Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) [Reserved]. (c) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such prepayments excess; provided, however, that the Borrower shall not be applied first required to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.06(d) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Committed Loans and Swing Line Loans the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. The (a) Each Borrower shall have may, upon notice from such Borrower to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Euros, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Euros shall be in a minimum principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed an amount equal to any outstanding Swingline 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and second and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to any Revolving Credit Loansreduce the Total Outstandings as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; and (e) any prepayment provided, however, that, subject to the provisions of LIBOR Loans Section 2.03(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may from time to time after the initial deposit of such Cash Collateral, at any day other than time that the last day Total Outstandings exceed 100% of a LIBOR Period applicable thereto shall the Aggregate Commitments then in effect, request that additional Cash Collateral be subject provided in order to compliance by protect against the Borrower with the applicable provisions results of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexchange rate fluctuations.

Prepayments. (a) The Borrower shall have Borrowers may, upon notice from Xxxxxxxxx to the right Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans under a Facility in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans denominated in Dollars, (B) four Business Days (or telephonic notice promptly confirmed in writing) of its intent to make such prepaymentfive, the amount of such prepayment and (in the case of LIBOR Loansprepayment of Loans denominated in Special Notice Currencies) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the any date of such prepayment of Alternative Currency Loans, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Term SOFR Loans or Alternative Currency Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least the Dollar Equivalent of $5,000,0001,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; provided that no partial and (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date, amount and currency of such prepayment, whether Committed AC Loans or Committed USD Loans are to be prepaid, and the Type(s) of Committed Loans to be prepaid and, if Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage in respect of the applicable Facility of such prepayment. If such notice is given by Xxxxxxxxx, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders under a Facility in accordance with their respective Applicable Percentages in respect of such Facility. (b) [reserved]. (c) The Domestic Borrowers may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first to in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by any outstanding Swingline Loans Domestic Borrower, the Domestic Borrowers shall make such prepayment and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto payment amount specified in such notice shall be subject to compliance by due and payable on the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lenderdate specified therein. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing.172003018

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice not later than 12:00 noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (five Business Days in the case of LIBOR Loansprepayment of Loans denominated in Special Notice Currencies) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the any date of such prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeC) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurocurrency Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, and the Type(s) of Committed Loans to be prepaid (dprovided that (y) any if the Company does not specify the Committed Loans to which such prepayments shall prepayment is to be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1applied, such prepayment shall not be applied pro rata to all Committed Loans outstanding on the date thereof and (z) if Eurocurrency Rate Loans are to be prepaid, the Company shall specify the Interest Period(s) of such Loans). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the applicable Committed Loans of the Lenders in accordance with their respective Pro Rata Shares thereof. (b) Each Domestic Borrower may, upon notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent), at any Revolving Credit Loan time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a Defaulting Lenderminimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the applicable Domestic Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company that the Dollar Equivalent of a Borrowing the outstanding principal amount of Revolving Credit Loans Loan Obligations shall be applied ratably to in excess of the Aggregate Revolving Commitments, the Borrowers shall, within two Business Days, make prepayment on or provide Cash Collateral in respect of the Revolving Loan Obligations in an amount sufficient to eliminate the difference. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company that (i) the Dollar Equivalent of the outstanding principal amount of L/C Obligations shall be in excess of 105% of the Letter of Credit Loans included Sublimit or (ii) the Dollar Equivalent of the outstanding principal amount of Revolving Loan Obligations owing by Foreign Subsidiary Borrowers exceeds 105% of the Foreign Subsidiary Borrower Sublimit, the Borrowers shall, within two Business Days, make prepayment on or provide Cash Collateral in respect of the prepaid BorrowingRevolving Loan Obligations in an amount sufficient to eliminate the difference. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time without premium or penalty; provided that (i) such notice must be in a form acceptable to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given received by the Borrower no Administrative Agent not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, andprepayment of Base Rate Committed Loans, in each case, shall promptly be transmitted by or such later time as is reasonably acceptable to the Administrative Agent to each of the LendersAgent; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an amount that is a multiple of $100,000 and in an aggregate minimum principal amount of at least $5,000,0001,000,000; provided that no partial and (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a minimum principal amount that is a multiple of $100,000 500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Facility and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be promptly paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or a from time to time, voluntarily prepay Swing Line Loans in whole multiple or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of $100,000 in excess thereof; the prepayment, and (dB) any such prepayments prepayment shall be applied first to in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any outstanding Swingline reason Total Revolving Credit Outstandings exceed the Revolving Credit Facility then in effect, the Borrower shall immediately prepay Revolving Credit Loans (including Swing Line Loans and second L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount necessary to any cause Total Revolving Credit LoansOutstandings to equal or be less than the Revolving Credit Facility then in effect; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included and Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility then in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 1:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof; (dthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayments prepayment shall be applied first to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any outstanding Swingline reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and second and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) If the Borrower fails to obtain any approval, consent or authorization from any Governmental Authority which is necessary or required in order to permit the Borrower to incur Obligations hereunder on any day other than or before December 31 of each calendar year, then the last day of a LIBOR Period applicable thereto Borrower shall be subject immediately prepay all outstanding Loans and Cash Collateralize all L/C Obligations to compliance the extent, and only to the extent, such outstanding Loans and L/C Obligations are not authorized by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1then effective necessary or required approvals, consents and authorizations from such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid BorrowingGovernmental Authorities.

Prepayments. The (a) If at any time (i) the aggregate principal amount of Revolving Obligations outstanding shall exceed the Total Revolving Committed Amount, (ii) the aggregate principal amount of Revolving Obligations outstanding shall exceed the Borrowing Base, (iii) the aggregate principal amount of LOC Obligations outstanding shall exceed the LOC Committed Amount or (iv) the aggregate principal amount of all Swingline Loans outstanding shall exceed the Swingline Committed Amount, the Borrower will immediately prepay Revolving Obligations (or, in the case of a prepayment in respect of Letters of Credit under clause (iii), to a cash collateral account) to the extent necessary to eliminate any such excess; provided that any such prepayment shall be subject to the terms of Section 3.5. (b) Subject to the terms of Section 3.5 hereof, the Borrower shall have the right to prepay any Borrowing, without premium or penalty, in whole or in part at its option at any time and from time to time. Such prepayment time to prepay any of Revolving Credit the Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than hereunder; provided (i) in the case any such prepayment of any Revolving Credit a Base Rate Loan, 10:00 in whole or in part, shall be (A) received not later than 11:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline LoanCharlotte, no later than 10:00 a.m. (New York North Carolina time) on the Business Day that is the date of such prepayment, and(B) in the principal amount of $500,000 or such greater amount which is an integral multiple of $250,000 if prepaid in part, and (C) accompanied by a Notice of Prepayment, and (ii) any such prepayment of a Eurodollar Rate Loan, in each casewhole or in part, shall promptly be transmitted by (A) received not later than 11:00 a.m. (Charlotte, North Carolina time) on the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Loans shall be in an amount Business Day that is a the date of such prepayment, (B) in the principal amount of $1,000,000 or such greater amount which is an integral multiple of $100,000 if prepaid in part, and (C) accompanied by a Notice of Prepayment. Each Notice of Prepayment shall specify the prepayment date, each Loan to be prepaid and the principal amount thereof, shall be irrevocable and shall commit the Borrower to prepay each such Loan in an the amount and on the date stated therein. (c) Any prepayments pursuant to this Section 2.7 not otherwise specifically provided for in this Section 2.7, shall be applied as provided in Section 2.4(f) hereof. (d) All prepayments of Loans under this Section 2.7 shall, as regards Interest Rate Type, be applied first to Base Rate Loans, and subject to Section 2.7(f) hereof, then to Eurodollar Rate Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e., those Eurodollar Rate Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). (e) All prepayments under this Section 2.7 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment. (f) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.7, but for the operation of this Section 2.7(f) (each a “Prepayment Date”), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of at least $5,000,000; provided that Base Rate Loans which are of the type required to be prepaid (i.e., Revolving Loans), and no partial prepayment Default or Event of LIBOR Loans made pursuant to a single Borrowing Default exists or is continuing, then on such Prepayment Date, (i) the Borrower shall reduce deposit Dollars into the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be Cash Collateral Account in an amount that is a multiple equal to such excess, and only the outstanding Base Rate Loans which are of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments the type required to be prepaid shall be applied first required to any outstanding Swingline Loans and second to any Revolving Credit Loans; be prepaid on such Prepayment Date and (eii) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of each Interest Period after such Prepayment Date in effect with respect to a LIBOR Eurodollar Rate Loan which is of the type required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Cash Collateral Account (and liquidate investments held in the Cash Collateral Account, as necessary) to prepay such Eurodollar Rate Loans for which the Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably is then ending to the Revolving Credit Loans included extent funds are available in the prepaid BorrowingCash Collateral Account.

Prepayments. The (a) Each Borrower shall have may, upon notice to the right applicable Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (without premium or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than penalty; provided that (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no notice must be received by such Administrative Agent not later than 10:00 a.m. (New York Pacific time) (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans, and (B) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Committed Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. Such Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the applicable Committed Loans of the applicable Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the applicable Administrative Agent), at any time or from time to time, voluntarily prepay its Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the applicable Swing Line Lender and the applicable Administrative Agent not later than 10:00 a.m. (Pacific time) on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first to in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any outstanding Swingline reason the Outstanding Amount of all Domestic Loans and second Domestic L/C Obligations at any time exceeds the Aggregate Domestic Commitments then in effect, the Domestic Borrower shall immediately prepay Domestic Loans and/or Cash Collateralize the Domestic L/C Obligations in an aggregate amount equal to such excess. If for any Revolving Credit reason the Outstanding Amount of all Canadian Loans; , Canadian L/C Obligations and (e) Acceptances at any prepayment of LIBOR time exceeds the Aggregate Canadian Commitments then in effect, the Canadian Borrower shall immediately prepay Canadian Loans pursuant and/or Cash Collateralize the Canadian L/C Obligations and/or Acceptances in an aggregate amount equal to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingexcess.

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Credit Loans in whole or in part at without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any time and from time to time. Such date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Revolving Credit Loans denominated in Special Notice Currencies (including, without limitation, Australian Dollars)) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and Swingline (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of the applicable Alternative Currency Equivalent of $5,000,000 or a whole multiple of the applicable Alternative Currency Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (in a principal amount of $1,000,000 or telephonic notice promptly confirmed a whole multiple of $500,000 in writing) of its intent to make such prepaymentexcess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and (in the case Type(s) of LIBOR Loans) the specific Borrowing(s) Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, which the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage of such prepayment). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be given due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Company or the applicable Specified Foreign Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Borrower no Swing Line Lender and the Administrative Agent not later than (iA) in the case of any Revolving Credit LoanDomestic Swing Line Loans, 1:00 p.m. on the date of the prepayment and (B) in the case of Foreign Swing Line Loans, 10:00 a.m. (New York London time) three (3) on the date that is one Business Days Day prior to the date of such prepayment and (ii) any such prepayment shall be in a minimum principal amount (A) $100,000, in the case of any Swingline LoanDomestic Swing Line Loans and (B) the applicable Alternative Currency Equivalent of $500,000, no later than 10:00 a.m. (New York time) in the case of Foreign Swing Line Loans. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date of such prepayment, and, in each case, shall promptly be transmitted by specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings that are not Cash Collateralized by the Company or another Borrower at such time exceed an amount equal to each 105% of the Lenders; (b) each partial prepayment amount of the Facility then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall be in an amount that is a multiple of $100,000 and Cash Collateralize the L/C Obligations in an aggregate principal amount sufficient to reduce such Outstanding Amount as of at least $5,000,000; provided that no partial prepayment such date of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing payment or Cash Collateralization to an amount less than not to exceed 100% of the Minimum Borrowing Amount for LIBOR Loansamount of the Facility then in effect; (c) each partial prepayment provided, however, that, subject to the provisions of Swingline Loans Section 2.03(k), the Company shall not be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first required to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(c) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included the Total Outstandings exceed the amount of the Facility then in effect. The Administrative Agent may, at any time and from time to time after the prepaid Borrowinginitial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Swing Line Loans that are not Cash Collateralized by the Company or another Borrower made to the Borrowers at such time exceeds an amount equal to 105% of the Swing Line Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay the Swing Line Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Swing Line Sublimit. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans made to Foreign Borrowers at such time exceeds an amount equal to 105% of the Maximum Foreign Borrower Sublimit then in effect, then, within two Business Days after receipt of such notice, the Foreign Borrowers shall prepay Revolving Credit Loans made to them in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed 100% of the Maximum Foreign Borrower Sublimit. (f) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans made to a Foreign Borrower at such time exceeds an amount equal to 105% of the Foreign Borrower Sublimit applicable to such Foreign Borrower, then, within two Business Days after receipt of such notice, such Foreign Borrower shall prepay Revolving Credit Loans made to it in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed 100% of the Foreign Borrower Sublimit applicable to such Foreign Borrower.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than (i) in the case of any Revolving Credit Loan, 10:00 11:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Committed Loans; (bii) each partial any prepayment of Revolving Credit Fixed Period Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof, and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Committed Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to any outstanding Swingline Loans and second such excess; provided, however, that the Borrower shall not be required to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on any day other than 2.05(b) unless after the last day prepayment in full of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with Loans, the applicable provisions of Section 2.11; provided further that at Total Outstandings exceed the Borrower’s election Aggregate Commitments then in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any time and from time to time. Such date of prepayment of Revolving Credit Eurodollar Rate Committed Loans and Swingline (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be subject to the following conditions: in a minimum principal amount of $2,000,000; and (aiii) the Borrower any prepayment of Base Rate Committed Loans shall give the Administrative Agent written notice (or telephonic notice promptly confirmed be in writing) a minimum principal amount of its intent to make such prepayment$500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans, and whether such prepayment applies to Committed Revolving A Credit Loans and/or Committed Revolving B Credit Loans (and if such prepayment applies to Committed Revolving A Credit Loans and Committed Revolving B Credit Loans, the allocation between such Loans). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Revolving A Credit Percentage and/or Applicable Revolving B Credit Percentage, as applicable, of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.20, each such prepayment received (i) at a time that no Event of Default is continuing shall be applied to the Committed Loans of the Appropriate Lenders in accordance with their respective Applicable Revolving A Credit Percentages and/or Applicable Revolving B Credit Percentages, as applicable and (ii) at a time that an Event of Default is continuing shall be applied to or, in the case of LIBOR Loans) L/C Obligations that consist of the specific Borrowing(s) aggregate amount available to be prepaiddrawn under all outstanding Letters of Credit, which Cash Collateralize, the Revolving Credit Exposure of all Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice shall be given by to the Borrower no later than Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) in such notice must be received by the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of such prepayment the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the case date and amount of any Swingline Loansuch prepayment. If such notice is given by the Borrower, no later than 10:00 a.m. (New York time) the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date of such prepaymentspecified therein. (c) If for any reason the Total A Outstandings at any time exceed the Revolving A Credit Facility then in effect, and, in each case, the Borrower shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of immediately prepay Revolving A Credit Loans shall be in an amount that is a multiple of $100,000 and and/or Cash Collateralize the Facility A L/C Obligations in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant equal to such Borrowing excess; provided, however, that the Borrower shall not be required to an amount less than Cash Collateralize the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans Facility A L/C Obligations pursuant to this Section 5.1 on 2.07(c) unless after the prepayment in full of the Committed Revolving A Credit Loans and Swing Line Loans the Total A Outstandings exceed the Revolving A Credit Facility then in effect. (d) If for any day other than reason the last day of a LIBOR Period applicable thereto shall be subject to compliance by Total B Outstandings at any time exceed the Revolving B Credit Facility then in effect, the Borrower with shall immediately prepay Committed Revolving B Credit Loans and/or Cash Collateralize the applicable provisions of Section 2.11Facility X X/C Obligations in an aggregate amount equal to such excess; provided further provided, however, that at the Borrower’s election in connection with any prepayment Borrower shall not be required to Cash Collateralize the Facility X X/C Obligations pursuant to this Section 5.1, such 2.07(d) unless after the prepayment shall not be applied to any in full of the Committed Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving B Credit Loans shall be applied ratably to the Total B Outstandings exceed the Revolving B Credit Loans included Facility then in effect. (e) No Bid Loan may be prepaid without the prepaid Borrowingprior consent of the applicable Bid Loan Lender.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Revolving Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no not later than 2:00 p.m. (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York timeA) three (3) Business Days prior to the any date of such prepayment of Eurodollar Rate Loans and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each prepayment of the LendersBase Rate Loans; (bii) each partial any prepayment of Revolving Credit Eurodollar Rate Loans shall be in an a principal amount that is of $5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 4:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first to in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any outstanding Swingline reason the Outstanding Amount of all Revolving Loans, Swing Line Loans and second to L/C Obligations at any time exceeds the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans, and/or Cash Collateralize the L/C Obligations, as it shall select, in an aggregate amount equal to such excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(d) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations at any day other than time exceeds the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Aggregate Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included Commitments then in the prepaid Borrowingeffect.

Prepayments. The (a) Each Borrower shall have may, upon notice from the right Company to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed an amount equal to 102% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time. Such prepayment time after the initial deposit of Revolving Credit Loans and Swingline Loans shall such Cash Collateral, request that additional Cash Collateral be subject provided in order to protect against the following conditions: results of further exchange rate fluctuations. (ad) the Borrower shall give If the Administrative Agent written notice (or telephonic notice promptly confirmed notifies the Company at any time that the Outstanding Amount of all Loans denominated in writing) Alternative Currencies at such time exceeds an amount equal to 102% of its intent to make the Alternative Currency Sublimit then in effect, then, within four Business Days after receipt of such prepaymentnotice, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice Borrowers shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit prepay Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount sufficient to reduce such Outstanding Amount as of at least $5,000,000; provided that no partial prepayment such date of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing payment to an amount less than not to exceed 100% of the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Loans shall be Alternative Currency Sublimit then in an amount that is a multiple of $100,000 or a whole multiple of $100,000 in excess thereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowingeffect.

Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent (which notice, if furnished in connection with a refinancing of the Obligations, may be conditional upon the consummation of such refinancing), at any time or from time to time voluntarily prepay any Borrowing, without premium or penalty, Committed Loans in whole or in part at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall without premium or penalty; provided that (i) such notice must be subject to the following conditions: (a) the Borrower shall give received by the Administrative Agent written notice not later than 2:00 p.m. (or telephonic notice promptly confirmed in writingA) one Business Day prior to any date of its intent to make such prepayment, the amount prepayment of such prepayment LIBO Rate Loans and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than (i) in the case of any Revolving Credit Loan, 10:00 a.m. (New York time) three (3) Business Days prior to the date of such prepayment and (ii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York timeB) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Revolving Credit Base Rate Loans; and (ii) any prepayment of LIBO Rate Loans shall be in an a principal amount that is of $2.0 million or a whole multiple of $100,000 1.0 million in excess thereof; and in an aggregate principal amount of at least $5,000,000; provided that no partial (iii) any prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; (c) each partial prepayment of Swingline Base Rate Loans shall be in an a principal amount that is a multiple of $100,000 500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and, if LIBO Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding the foregoing (and as provided in clause (1) of the proviso to Section 2.16(a)), the Borrower may not prepay Extended Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Existing Loans of the Specified Existing Commitment Class of the Existing Class from which such Extended Loans and Extended Commitments were converted (or such Loans and Commitments of the Existing Class have otherwise been repaid and terminated in full). (b) The Borrower may, upon irrevocable notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (di) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayments prepayment shall be applied first to in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any outstanding Swingline reason the Total Outstandings at any time exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect, the Borrower shall immediately prepay Loans, Swing Line Loans and second L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to any Revolving Credit Loanssuch excess; and (e) any prepayment of LIBOR Loans provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 5.1 on 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the lesser of the Aggregate Commitments or the Borrowing Base, each as then in effect. (d) Any Net Cash Proceeds from any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance Disposition by the Borrower or any of its Restricted Subsidiaries (other than, (i) with respect only to the Term Priority Collateral, such portion of the Net Cash Proceeds that are then required to be paid to the lenders under the Term Facility and (ii) any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (g), (i) or (j)), whether or not a Cash Dominion Event then exists, shall be paid over to the Administrative Agent on receipt by the Loan Parties and shall be utilized to prepay the Loans in the order of priority set forth in Section 2.05(e). The application of such Net Cash Proceeds to the Loans shall not reduce the Commitments. If all Obligations then due are paid, any excess Net Cash Proceeds shall be remitted to the operating account of the Borrower maintained with the applicable provisions of Section 2.11; provided further that at the Borrower’s election in connection with any prepayment Administrative Agent. (e) Prepayments made pursuant to this Section 5.12.05, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing of Revolving Credit Loans first, shall be applied ratably to the Revolving Credit L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Loans, and third, shall be used to Cash Collateralize the remaining L/C Obligations; and the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans included and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the prepaid Borrowingordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuers or the Lenders, as applicable.