Common use of Prepayments Clause in Contracts

Prepayments. (a) The Borrowers may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative AgentLender, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans or Term Loans Loans, in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 9:00 a.m. 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Fixed Period Eurodollar Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent), at If for 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that reason the Outstanding Amount of all Letters of Credit Committed Loans at such any time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit Commitment then in effect, then, within two Business Days after receipt of the Borrower shall immediately prepay such notice, the Borrowers shall Cash Collateralize L/C Obligations Committed Loans in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans under the Revolving Credit Loans Facility or the Term Loans Loan Facility in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans under any such credit facility shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans under any such credit facility shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 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, the credit facility to which the prepayment is to be applied, and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are prepaid. Prepayments of the Term Loan shall be applied pro rata to be prepaid, remaining installments of the Interest Period(s) scheduled amortization of such Loansthe Term Loan Facility. 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 ratable share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 3.054.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Pro Rata Revolving Shares and Pro Rata Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16Shares, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesas applicable. (b) The Borrowers Borrower may, upon notice from the Company 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial prepayment shall be in a minimum principal amount of $100,000500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Borrowers 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 Administrative Agent notifies the Company Total Revolving Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C - BA Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C - BA Obligations pursuant to this Section 2.05(c2.06(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans Loans, the Total Revolving Credit Outstandings exceed the aggregate 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 reasonably protect against the results of further exchange rate fluctuations. (d) If In addition to any required payments of principal of the Term Loan and any optional payments of principal of the Term Loan and the Revolving Loans effected under subsection (a) above, the Borrower shall make the following required prepayments, each such payment to be made to the Administrative Agent notifies for the Company at benefit of the applicable Lenders within the time period specified below: (i) No later than 30 calendar days following the receipt of any time that Net Cash Proceeds from any Disposition permitted by Section 8.05(e), the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds and, to the extent the amount of such Net Cash Proceeds with respect to any single transaction or series of related transactions, exceeds $2,000,000, the Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment of the Outstanding Amount of the Term Loan in an amount equal to one hundred percent (100%) of such Net Cash Proceeds; provided that no mandatory prepayment on account of such Net Cash Proceeds shall be required under this clause (i) if the Borrower informs the Administrative Agent no later than 30 days following the receipt of such Net Cash Proceeds of its or its Restricted Subsidiary’s good faith intention to apply such Net Cash Proceeds to the acquisition of other assets or property consistent with the Core Business (including by way of merger or investment) within 365 days following the receipt of such Net Cash Proceeds, with the amount of such Net Cash Proceeds unused after such 365 day period being required to applied to such prepayment on 366th day after such Net Cash Proceeds are received. (ii) At any time after the aggregate Net Cash Proceeds from all Letters private and public issuances of Credit at Indebtedness of the Borrower or any Restricted Subsidiary after the Closing Date (other than Indebtedness permitted under Section 8.03) has reached $2,000,000, the Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment of the Outstanding Amount of the Term Loan in an amount equal to one hundred percent (100%) of any further Net Cash Proceeds (including any portion of the Net Cash Proceeds thereof that causes the aggregate Net Cash Proceeds to exceed the $2,000,000 threshold) of each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary other than Indebtedness permitted under Section 8.03. Each prepayment required to be made pursuant to this Section 2.06(d)(ii) shall be made within ten (10) Business Days of receipt of such time exceeds Net Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance; provided that despite the application of this Section 2.06(d)(ii) to any issuance of Indebtedness that is not otherwise permitted under this Agreement, nothing in this Section 2.06(d)(ii) shall be deemed to permit any Indebtedness not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of fluctuations the incurrence of Indebtedness that is not permitted under this Agreement. (iii) The Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment of the Outstanding Amount of the Term Loan in exchange rates or for any other reason) an amount equal to 10550% of the Letter Net Cash Proceeds of Credit Sublimit then each private or public issuance of Equity Interests of the Borrower or any Restricted Subsidiary; provided that such prepayment shall only be required to the extent the amount of Consolidated Senior Secured Indebtedness, as reduced by giving effect to such prepayment, would result in effecta Consolidated Senior Secured Leverage Ratio of greater than or equal to 1.50 to 1.00 on a pro forma basis as of the date of such prepayment. Each such prepayment will be made within ten (10) Business Days of receipt of such Net Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, thenwhich notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the pro forma Consolidated Senior Secured Leverage Ratio and the Net Cash Proceeds of such issuance. Notwithstanding the application of this Section 2.06(d)(iii) to any issuance of Equity Interests that is not otherwise permitted under this Agreement, within two nothing in this Section 2.06(d)(iii) shall be deemed to permit any issuance of Equity Interests of the Borrower or any Restricted Subsidiary not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the issuance of any such Equity Interest that is not permitted under this Agreement. (iv) Within ten Business Days after receipt financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), the Borrower shall make a prepayment of the Outstanding Amount of the Term Loan in an amount equal to 50% of Excess Cash Flow for the fiscal year covered by such financial statements; provided that (x) for the fiscal year of the Borrower ending December 31, 2006, the prepayment required by this Section 2.06(d)(iv) the calculation of “Excess Cash Flow” shall also include the period from the Closing Date through the beginning of such noticefiscal year, and (y) such prepayment shall only be required to the Borrowers shall Cash Collateralize L/C Obligations extent the amount of Consolidated Senior Secured Indebtedness, as reduced by giving effect to such prepayment, would result in an aggregate amount sufficient a Consolidated Senior Secured Leverage Ratio of greater than or equal to reduce such Outstanding Amount 1.50 to 1.00 on a pro forma basis as of such the date of payment to an amount not to exceed 100% such prepayment. Each prepayment of the Letter Term Loan required under this Section 2.06(d) shall be applied pro rata to remaining installments of Credit Sublimit then the scheduled amortization of the Term Loan Facility (including the scheduled payment of all remaining Outstanding Amounts of the Term Loan on the Term Loan Maturity Date). (e) Any prepayment of a Eurodollar Rate Loan under this Section 2.06 shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each prepayment under this Section 2.06 shall be applied to the Loans of the applicable Lenders in effectaccordance with their Pro Rata Term Shares or Pro Rata Revolving Shares, as applicable.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $100,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments Available Loan Amount, then in effect, thenBorrower shall, within two one (1) Business Days after receipt of such noticeDay, the Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, provided that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably protect against the results of further exchange rate fluctuationsAvailable Loan Amount. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative AgentLender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Lender (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 9:00 11:00 a.m. (Ai) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (Bii) on the date of prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice ; provided, that, any Notice of prepayment given pursuant to this Section 2.05(a) Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of other financinga particular Disposition or the occurrence of a change of control as specified in such notice, and in which case such notice may be rescinded or extended for a reasonable period upon written revoked by the Borrower (by notice to the Administrative Agent Lender on or prior to the specified prepayment date) if such other financing condition is not consummated on the anticipated datesatisfied. Any prepayment of a Eurodollar Rate Loan principal 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 Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 12:00 noon (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate LoansCommitted Loans or in each case, such later time as the Administrative Agent may agree in its reasonable discretion; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 500,000 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided, that such notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated dateoccurrence or non-occurrence of any event; provided further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to make such prepayment. 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 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.[Reserved] (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably protect against the results of further exchange rate fluctuations.[Reserved] (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.[Reserved]

Prepayments. (a) The Borrowers Any Borrower may, upon notice from (in a form acceptable by the Company Administrative Agent) to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans Committed Loans, as the case may be, in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. a.m., in the case of a prepayment of Loans, (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (BC) on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be 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 specify the date and amount of such prepayment and the Type(s) and currency 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares. (b) The If for any reason (other than a change in exchange rates, in which case clause (d) shall apply) the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the applicable 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 Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Any Borrower may, upon notice from the Company to the applicable 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 such Swing Line Lender and the Administrative Agent not later than 10:00 a.m. 1:00 p.m. Local Time on the date of the prepayment, and (ii) any such partial 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 Companyany Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ci) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceed exceeds the aggregate Revolving Credit Commitments Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Alternative Currency Sublimit then in effect. (ii) If at any time, solely as a result of fluctuations in currency exchange rates, the sum of the aggregate principal amount of all of the Revolving Credit Exposures exceeds the Aggregate Commitments, the applicable Borrower shall (x) immediately repay Loans or (y) Cash Collateralize L/C Obligations in an account with the Administrative Agent pursuant to and within the time period required by Section 2.03(g), in the case of each of clauses (x) and (y) in an aggregate principal amount sufficient to cause the aggregate amount of all Revolving Credit Exposure to be less than or equal to the Aggregate Commitments. (iii) If the Administrative Agent notifies the Company at any time that (x) the Outstanding Amount of all Swing Line Loans at such time exceeds the aggregate Swing Line Sublimit and/or (y) that the Outstanding Amount of Swing Line Loans denominated in an Alternative Currency exceeds the Swing Line Canadian Dollar Sublimit, the Swing Line Euro Sublimit or the Swing Line Sterling Sublimit, applicable for such Alternative Currency, then, within two Business Days after receipt of such notice, the Borrowers shall prepay the applicable 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 the Swing Line Sublimit and/or Swing Line Canadian Dollar Sublimit, the Swing Line Euro Sublimit and/or the Swing Line Sterling Sublimit, as applicable.

Prepayments. (a) The Borrowers may, upon notice from Borrower shall have the Company to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Credit Loans or Term Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (ior telephonic notice promptly confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than 9:00 (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (A3) three Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Eurodollar Rate Loans such prepayment, and (Biii) in the case of Swingline Borrowings, prior to 11:00 a. m. on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be 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 outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Percentage Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companygiven, the Borrowers shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financingdesignated in such notice, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.12(d); provided, together with any additional 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 3.052.18. Subject Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.16, each such prepayment shall be applied 2.3 or in the case of a Swingline Loan pursuant to the Loans of the Lenders in accordance with their respective Applicable PercentagesSection 2.5. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiescomprising such Borrowing. (b) The Borrowers may, upon notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent), If 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 Revolving Credit Exposure of all Lenders exceeds the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (ii) any such partial prepayment shall be in a minimum aggregate 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Commitments at such time, the Borrower shall immediately repay Swingline Loans and Swing Line Revolving Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.18. Each prepayment of a Borrowing shall be applied ratably first to the Letter of Credit Sublimit Swingline Loans to the full extent thereof, then in effectto the Revolving Base Rate Loans to the full extent thereof, then, within two Business Days after receipt of such noticeand finally to Revolving Eurodollar Loans to the full extent thereof. If the LC Exposure should exceed the LC Commitment, the Borrowers Borrower shall Cash Collateralize L/C Obligations immediately deliver cash collateral for such excess 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 Letter of Credit Sublimit then manner set forth in effectSection 2.23(g).

Prepayments. (ai) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each 4310184v5 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 's Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (bii) The Borrowers Cross UK may, upon notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent)UK Lender, at any time or from time to time, time voluntarily prepay Swing Line Loans Eurocurrency Loans, in whole or in part part, without premium or penalty; , provided that (i) such notice must be received by the Swing Line UK Lender and the Administrative Agent not later than 10:00 11:00 a.m. on and shall specify the date and the amount of the such prepayment (A) three Business Days prior to any date of prepayment, and ; (ii) any such partial prepayment shall be in a minimum principal amount of $100,000. Each such notice 500,000 or a whole multiple of $250,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, Cross UK shall specify the date and amount of such prepaymentalso pay any amounts owing pursuant to Section 3.05. If any such notice Notice of Prepayment is given by the Companygiven, the Borrowers shall make such prepayment and the payment amount specified in such notice Notice of Prepayment shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. (cb) If for any reason the Administrative Agent notifies the Company Total Outstandings of Committed Loans at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments for Committed Loans then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Borrower will immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.06(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Committed Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate Commitments for Committed Loans then in effect. The Administrative Agent may. (c) If for any reason, including, without limitation fluctuation in currency rates at any time, the Total Outstandings of Eurocurrency Loans at any time and from time to time after exceed the initial deposit Dollar Equivalent of such Cash Collateral$5,000,000, request that additional Cash Collateral be provided in order to reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize L/C Obligations Cross UK will immediately prepay Eurocurrency Loans in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (ia) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (Bii) on the date of prepayment of Base Rate Loans; , (iib) any prepayment of Eurodollar Rate Loans shall be in a principal amount of (1) $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof or (2) equal to the entire principal amount thereof then outstanding and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of (1) $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, or (2) 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 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium penalty or penaltypremium; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.13, each such prepayment shall be applied paid to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term the Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 10,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied allocated to the Committed Loans of the Lenders in accordance with their the respective Applicable Percentages. Each prepayment Percentages of the outstanding Term Loans pursuant to this Section 2.05(a) shall be Lenders and applied to the principal repayment installments thereof on a pro rata basis. Subject payments due pursuant to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b2.08(a) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably protect against the results of further exchange rate fluctuationsmaturity thereof. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans or Term Money Market Loans made to it bearing interest at the Base Rate in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate LoansCommitted Loans or Money Market Loans bearing interest at the Base Rate pursuant to Section 3.2; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 50,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; and (iii) . Except as provided in the preceding sentence, a Borrower may not prepay all or any prepayment portion of Base Rate Loans shall be in a the principal amount of $1,000,000 or a whole multiple any Money Market Loan made to it prior to the last day of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingInterest Period therefor. Each such notice shall specify the date and amount of such prepayment prepayment, whether the Loans to be prepaid are Committed Loans or Money Market Loans, and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereof with respect to Committed Loans, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such Lender's Pro Rata Share of such prepayment of such Committed Loans. The Administrative Agent will promptly notify each Lender that has made a Money Market Loan that is to be prepaid of its the receipt by the Administrative Agent of each notice and the contents thereof with respect to such notice, Money Market Loan and the contents thereof and of the amount of such Lender’s Applicable Percentage prepayment of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)Money Market Loan. If such notice is given by the Companya Borrower, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.16, each Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. Each such prepayment of the outstanding Term Money Market Loans pursuant to this Section 2.05(a) shall be applied ratably to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Money Market Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesthat made such Loans. (bi) The Borrowers may, upon notice from If for any reason the Company Total Outstandings applicable to the Swing Line Lender (with a copy to the Administrative Agent), TMCC 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Tranche A Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers TMCC shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment excess. (ii) If for any reason the Total Outstandings applicable to an amount not to TCPR at any time exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Tranche B 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers TCPR shall Cash Collateralize L/C Obligations immediately prepay Loans in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 500,000 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided that a notice of prepayment given pursuant to this Section 2.05(a) in full of the Loans may be state that such notice is conditioned upon the consummation effectiveness of other financingcredit facilities or other financing transactions, and if any notice so states it may be rescinded or extended for a reasonable period upon written revoked by the Borrower by notice to the Administrative Agent if such other financing on or prior to the date specified for the prepayment of the Loans that the refinancing condition has not been met and the termination is not consummated on the anticipated dateto be revoked subject to Section 3.05(b). 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 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent (A) not later than 9:00 a.m. (A) 11:00 a.m., New York time, three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) not later than 9:00 a.m., New York time, on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof thereof, or, in each case, if lessa lesser amount, the entire remaining principal amount thereof then outstandingof the applicable Loans in any outstanding Borrowing. 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 such Lender's Pro Rata Share of such Lender’s Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Outstanding Amount of all Loans 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 exceeds 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Each of the Borrowers may, upon written notice from the Company Borrower Representative to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 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 except to the extent delivered in connection with a notice of termination of the Aggregate Commitments pursuant to Section 2.05 that is conditioned upon the effectiveness of other credit facilities, in which case such notice of prepayment may be revoked by the applicable Borrower or the Borrower Representative to the same extent that the notice of termination may be revoked pursuant to Section 2.05. 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower Representative, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (bi) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers AMID Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers AMID Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate Commitments then in effect. The Administrative Agent may, effect and (ii) if for any reason the Blackwater Outstandings at any time and exceed the Blackwater Sublimit, the Blackwater Borrower shall immediately prepay Loans made to the Blackwater Borrower and/or Cash Collateralize the L/C Obligations arising from time Letters of Credit issued on behalf of the Blackwater Borrower in an aggregate amount equal to time such excess; provided, however, that the Blackwater Borrower shall not be required to Cash Collateralize the L/C Obligations arising from Letters of Credit issued on behalf of the Blackwater Borrower pursuant to this Section 2.04(b) unless after the initial deposit prepayment in full of the Loans made to the Blackwater Borrower the Blackwater Outstandings exceed the Blackwater Sublimit then in effect. (c) Upon the occurrence of any Disposition by Parent or any other Loan Party which results in the realization of Net Cash Proceeds, the Borrowers shall prepay the Loans by an amount equal to 100% of such Net Cash CollateralProceeds immediately upon receipt thereof by Parent, request Finance Co, the AMID Borrower or any Subsidiary of the AMID Borrower, provided, however, that, at the election of the Borrowers (as notified by the Borrower Representative to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Parent or such Loan Party may apply within 270 days after the receipt of such cash proceeds to reinvest in assets useful in the business of the AMID Borrower or any Subsidiary of the AMID Borrower (it being understood (A) such proceeds that additional are not reinvested pursuant to this sentence shall constitute Net Cash Collateral Proceeds, (B) all such proceeds shall constitute Net Cash Proceeds notwithstanding any investment notice if there is a Default at the time of a proposed reinvestment and (C) prepayment shall be provided required with such Net Cash Proceeds promptly after any earlier date on which the Borrowers have determined not to use such Net Cash Proceeds for any such purpose), and, provided, further, however, that prepayments under this Section 2.04(c) shall not be required until the aggregate amount of unapplied Net Cash Proceeds exceeds $10,000,000 in order the aggregate in any trailing twelve month period. The provisions of this section do not constitute consent to reasonably protect against any Dispositions by the results of further exchange rate fluctuationsParent or any other Loan Party not otherwise permitted hereunder. (d) If Upon any Extraordinary Receipt received by or paid to or for the account of Parent or any other Loan Party not otherwise included in this Section, the Borrowers shall prepay an aggregate principal amount of Loans equal to such Extraordinary Receipt immediately upon receipt thereof by Parent or any other Loan Party; provided, however, that, at the election of the Borrowers (as notified by the Borrower Representative to the Administrative Agent notifies on or prior to the Company date of receipt of such Extraordinary Receipt), and so long as no Default shall have occurred and be continuing, the Parent or such other Loan Party may apply within 270 days after the receipt of such cash proceeds to reinvest in assets useful in the business of the AMID Borrower or any Subsidiary of the AMID Borrower (it being understood (A) such proceeds that are not reinvested pursuant to this sentence shall constitute Extraordinary Receipt, (B) all such proceeds shall constitute an Extraordinary Receipt notwithstanding any investment notice if there is a Default at the time of a proposed reinvestment and (C) prepayment shall be required with such proceeds promptly after any time that earlier date on which the Outstanding Amount Borrowers have determined not to use such proceeds for any such purpose). (e) Upon the incurrence or issuance by Parent or any other Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay the Loans by an amount equal to 100% of all Letters net cash proceeds received therefrom immediately upon receipt thereof by such Person. (f) Each prepayment under this Section 2.04 shall be accompanied by accrued interest on the amount prepaid to the date of Credit at such time exceeds (prepayment and amounts, if any, required to be paid pursuant to Section 3.05 as a result of fluctuations such prepayment. (g) In connection with each prepayment pursuant to this Section 2.04, the Administrative Agent shall have received a prepayment notice in exchange rates a form reasonably acceptable to the Administrative Agent (which may include a prepayment notice on an electronic platform or for any other reason) an amount equal to 105% electronic transmission system), appropriately completed by a Responsible Officer of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such noticeBorrower Representative. (h) Notwithstanding anything to the contrary herein, the Borrowers Aggregate Commitments shall Cash Collateralize 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 Letter of Credit Sublimit then in effectbe permanently reduced by any mandatory prepayments required by this Section.

Prepayments. (a) The Borrowers may, upon notice from Borrower shall have the Company to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Credit Loans or Term Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (ior telephonic notice promptly confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than 9:00 a.m. (Ai) CHAR1\935816v6 in the case of prepayment of any Eurodollar Borrowing, 12:00 noon not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Eurodollar Rate Loans such prepayment, and (Biii) in the case of Swingline Borrowings, prior to 12:00 noon on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be 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 outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Percentage Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companygiven, the Borrowers shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financingdesignated in such notice, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all together with accrued interest to such date on the amount so prepaid; provided, together with any additional 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 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages2.19. Each partial prepayment of the outstanding Term Loans pursuant to this Section 2.05(aany Revolving Loan (other than a Swingline Loan) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial prepayment shall be in a minimum principal amount of $100,0005,000,000 and in integral multiples of $1,000,000, and each partial prepayment of any Swingline Loan shall be in a minimum amount of $100,000 and integral multiples of $50,000. Each such notice shall specify the date and amount prepayment of such prepayment. If such notice is given by the Company, the Borrowers shall make such prepayment and the payment amount specified in such notice a Borrowing shall be due and payable on applied ratably to the date specified thereinLoans comprising such Borrowing. (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Money Market Loans or Term bearing interest at the Base Rate pursuant to Section 3.2 and Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate LoansCommitted Loans or Money Market Loans bearing interest at the Base Rate pursuant to Section 3.2; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 50,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; and (iii) . Except as provided in the preceding sentence, the Borrower may not prepay all or any prepayment portion of Base Rate Loans shall be in a the principal amount of $1,000,000 or a whole multiple any Money Market Loan prior to the last day of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingInterest Period therefor. Each such notice shall specify the date and amount of such prepayment prepayment, whether the Loans to be prepaid are Committed Loans or Money Market Loans, 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 noticenotice and the contents thereof with respect to Committed Loans, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment (based on of such Lender’s Applicable Percentage in respect Committed Loans. The Administrative Agent will promptly notify each Lender that has made a Money Market Loan that is to be prepaid of the relevant Facility)receipt by the Administrative Agent of each notice and the contents thereof with respect to such Money Market Loan and the contents thereof and of the amount of such prepayment of such Money Market Loan. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.16, each Each such prepayment of Committed Loans shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. Each such prepayment of the outstanding Term Money Market Loans pursuant to this Section 2.05(a) shall be applied ratably to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Money Market Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesthat made such Loans. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 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 Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidrepaid, 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice If for any reason (including without limitation those arising from a reduction of the Company to Borrowing Base described in Section 4.05 or a reduction of the Swing Line Lender (with a copy to Aggregate Elected Commitment Amount) the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments then in effectAggregate Commitments, then, Borrower shall within two three (3) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless there remains any such excess after the prepayment in full of the Revolving Credit Loans Loans; and Swing Line Loans provided further, however, that the Total Revolving Credit Outstandings exceed provisions of Section 4.06 shall control in the aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, at any time and from time event the reason for such excess is due to time after the initial deposit redetermination of such Cash Collateral, request that additional Cash Collateral be provided in order the Borrowing Base pursuant to reasonably protect against the results of further exchange rate fluctuationsSection 4.02 or Section 4.03. (dc) If the Administrative Agent notifies the Company at any time that the Outstanding Amount Borrower may make a prepayment of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal Loans pursuant to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectSection 4.06.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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, if any. Subject to Section 2.162.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 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 CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.17, each such prepayment shall be applied paid to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers Borrower may, upon notice from the Company 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial 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 CompanyBorrower, the Borrowers 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 at for any time that reason the Total Revolving Credit Outstandings at such any time exceed the aggregate Revolving Credit Commitments Facility at such time, then in effectthe Borrower shall immediately prepay the Revolving Credit Loans, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit Facility at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effecttime.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple in increments of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple increments 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof orthereof, provided that Base Rate Loans borrowed pursuant to Section 2.03(c)(i) may be prepaid in each case, if less, full in an amount equal to the entire principal amount thereof then outstandingso borrowed. 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 such Lender's Pro Rata Share of such Lender’s Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Outstanding Amount of all Loans and L/C Obligations 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 exceeds 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as excess. (c) Upon the receipt, on or before the seventh day after the Technologies IPO, by Technologies of such date of payment Net Cash Proceeds that are not applied to repay or prepay loans outstanding made under the Bridge Credit Agreement or under the 364-Day Credit Agreement, the Borrower shall immediately prepay the Loans in an amount not equal to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000; provided, however, that the Borrowers shall not be required to such Net Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably protect against the results of further exchange rate fluctuationsProceeds. (d) If the Technologies IPO does not occur on or before August 20, 2001, the Borrower shall immediately prepay the Loans and other Obligations, and the Aggregate Commitments shall immediately terminate without further action by the Administrative Agent notifies the Company at or any time that the Outstanding Amount of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectLender.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Company may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each prepayment of outstanding Term Loans pursuant to this Section 2.16, each such prepayment 2.03 shall be applied to the Loans principal repayment installments thereof as directed by the Company and, if not otherwise directed by the Company, in forward order of maturity. Such prepayments shall be applied to the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company delivery of a Notice of Prepayment and/or Reduction / Termination of Commitments to the Administrative AgentLender, at any time or from time to time time, voluntarily prepay Revolving Credit Loans or Delayed Draw Term Loans (in whole or in part part, without premium or penalty; provided that , subject to Section 3.05), provided, that: (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 9:00 11:00 a.m. (AI) at least three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (BII) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of Two Million Dollars ($3,000,000 2,000,000), or in a whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of One Million Dollars ($1,000,000 1,000,000), or in a whole multiple of Five-Hundred Thousand Dollars ($100,000 500,000) 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 Loans to be prepaid andprepaid. Subject to payment of breakage costs (if any) in accordance with Section 3.05, any such notice delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Lender on or prior to the specified effective date) 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)condition is not satisfied. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant , subject to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if any condition specified in such other financing is not consummated on the anticipated datenotice. 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 No mandatory prepayments of Loans shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesrequired. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) Prepayments shall be applied applied, first, to the principal repayment installments thereof on a pro rata basis. Subject Base Rate Loans, and then, to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Eurodollar Rate 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 direct order of the prepayment, and (ii) any such partial 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 Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinInterest Period maturities. (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers Borrower may, upon notice from the Company 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial 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 CompanyBorrower, the Borrowers 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 Administrative Agent notifies the Company Total Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium (except as set forth below) or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding, and (iii) the Borrower shall pay a prepayment premium equal to (A) 3% of each prepayment made on or before August 26, 2014, (B) 2% of each prepayment made after August 26, 2014, and on or before August 26, 2015, and (C) 1% of each prepayment made after August 26, 2015, and on or before August 26, 2016. 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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, if any. Subject to Section 2.162.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 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 Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidrepaid, 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total New Money Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments then in effectEffective Commitments, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless there remains any such excess after the prepayment in full of the Revolving Credit Loans. (c) Notwithstanding anything to the contrary in this Agreement, no voluntary prepayment of Roll-Up Loans may be made until all New Money Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit all other Obligations in respect thereof have been paid in full in cash and all 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 reasonably protect against the results of further exchange rate fluctuationshave been terminated. (d) If [Reserved.] (e) Subject to the Administrative Agent notifies payment priorities set forth in the Company at DIP Order, if any time Loan Party receives any net cash proceeds from the consummation, whether in a single transaction or a series of transactions, of any Disposition, including in connection with any casualty or condemnation event, of any Loan Party’s property (other than net cash proceeds from the sale of hydrocarbons in the ordinary course of business as permitted by Section 8.05), the Borrower shall immediately prepay Loans equal to 100% of such net cash proceeds (less any prepayments from such net cash proceeds made pursuant to another clause of this Section 2.04); provided that no such prepayment shall be required unless and until the Outstanding Amount aggregate amount of net cash proceeds received by the Loan Parties after the Petition Date in connection with all Letters of Credit at such time exceeds (Dispositions but not applied as a result prepayment pursuant to this Section 2.04 exceeds $5,000,000. (f) Subject to the payment priorities set forth in the DIP Order, if any Loan Party receives or realizes any net cash proceeds from any Swap Termination Event in respect of fluctuations in exchange rates or for any other reason) an amount transaction arising under any Swap Contract to which any Loan Party is a party, the Borrower shall immediately prepay Loans equal to 105100% of such net cash proceeds (less any prepayments from such net cash proceeds made pursuant to another clause of this Section 2.04). (g) Subject to the Letter payment priorities set forth in the DIP Order, immediately upon the incurrence of Credit Sublimit then in effect, then, within two Business Days after any Indebtedness (other than Indebtedness permitted pursuant to Section 8.03) by any Loan Party or any of their respective Subsidiaries or the receipt of such noticeany amount in respect of the Equity Interests of any Loan party or their respective Subsidiaries, the Borrowers Borrower shall Cash Collateralize L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as prepay Loans on the date of such date incurrence or receipt equal to 100% of payment to an amount not to exceed (i) in the case of the proceeds of any Indebtedness, 100% of the Letter net cash proceeds thereof or (ii) in the case of Credit Sublimit amounts received in respect of any such Equity Interests, 100% of such amounts. (h) Each prepayment or repayment of Borrowings pursuant to this Section 2.04 shall be applied as follows: first, ratably to any Base Rate Loans that are New Money Loans then outstanding, and second, ratably to any Eurodollar Rate Loans that are New Money Loans then outstanding, and if more than one Eurodollar Rate Loan that is a New Money Loan is then outstanding, to each such Eurodollar Rate Loan in effectorder of priority beginning with the Eurodollar Rate Loan with the least number of days remaining in the Interest Period applicable thereto, and ending with the Eurodollar Rate Loan with the most number of days remaining in the Interest Period applicable thereto, third, ratably to any Base Rate Loans that are Roll-Up Loans then outstanding, fourth, ratably to any Eurodollar Rate Loans that are Roll-Up Loans then outstanding, and if more than one Eurodollar Rate Loan that is a Roll-Up Loan is then outstanding, to each such Eurodollar Rate Loan in order of priority beginning with the Eurodollar Rate Loan with the least number of days remaining in the Interest Period applicable thereto, and ending with the Eurodollar Rate Loan with the most number of days remaining in the Interest Period applicable thereto, fifth, ratably to pay accrued and unpaid interest on, and accrued and unpaid expenses in respect of, the Obligations, to the extent due and payable in accordance with the Loan Documents, sixth, ratably to pay any principal amounts or other Obligations which have been advanced and are outstanding under the DIP Facility (including to cash collateralize L/C Obligations), and, seventh, as required by the DIP Order.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative AgentLender, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans any Loan in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 9:00 a.m. 12:00 noon (A) three Business Days prior to any date of prepayment of a Eurodollar Rate Loans Loan, and (B) on the date of prepayment of a Base Rate LoansLoan; (ii) any prepayment of a Eurodollar Rate Loans Loan shall be in a principal amount of $3,000,000 250,000 or a whole multiple of $1,000,000 50,000 in excess thereof; and (iii) any prepayment of a Base Rate Loans Loan shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $100,000 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 be prepaid and, if Eurodollar Rate Loans are Loan(s) 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments Commitment then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit Commitment then in effect.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:30 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar 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 (BC) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $3,000,000 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; and (iiiiv) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 Loans to be prepaid and, if Eurodollar 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 Lending Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment Lending Percentage of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesLoan. (b) The Borrowers may, upon notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent), If at any time or from time the Total Outstanding Amount exceeds an amount equal 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 105% of the prepayment, and (ii) any such partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, thenthe Administrative Agent may, and at the request of any Lender shall, notify the Company and, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit Aggregate Commitments then in effect. (c) If at any time the Tranche A Obligations exceed an amount equal to 105% of the aggregate Tranche A Commitments then in effect, the Administrative Agent may, and at the request of any Lender shall, notify the Company and, within two Business Days after receipt of such notice, the Company shall prepay Tranche A Loans in an aggregate amount sufficient to reduce such Tranche A Obligations as of such date of payment to an amount not to exceed 100% of the aggregate Tranche A Commitments then in effect. (d) If at any time the Tranche B Obligations exceed an amount equal to 105% of the aggregate Tranche B Commitments then in effect, the Administrative Agent may, and at the request of any Lender shall, notify the Company or Aptar SAS and, within two Business Days after receipt of such notice, Aptar SAS shall prepay Tranche B Loans in an aggregate amount sufficient to reduce such Tranche B Obligations as of such date of payment to an amount not to exceed 100% of the aggregate Tranche B Commitments then in effect.

Prepayments. (a) The Borrowers Any Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 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 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 applicable share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companyany Borrower, the Borrowers 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 ; provided, that a notice of prepayment given pursuant to this Section 2.05(a) may be state that such notice is conditioned upon the consummation occurrence of other financingone or more events specified therein, and in which case such notice may be rescinded or extended for a reasonable period upon written revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such other financing condition is not consummated on the anticipated datesatisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment applicable shares of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesprepayment. (b) The Borrowers may, upon notice from If for any reason (including currency fluctuations) the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 exceed 100% of the prepayment, and (ii) any such partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, the Borrowers shall immediately (or within two Business Days after receipt of notice thereof from the Administrative Agent if such noticeexcess is caused by currency fluctuations), the Borrowers shall first, prepay or repay Loans and/or Unreimbursed Amounts and, second, Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% excess or cause one or more of the Aggregate Commitments then in effect less $250,000outstanding Letters of Credit to be cancelled or reduced so that such excess is eliminated; provided, however, that the Borrowers no Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate Commitments then in effect. The Administrative Agent may. (c) If for any reason (other than as a result of currency fluctuations as set forth in clause (d) below), the Fronting/Confirming Sublimit Usage of a Lender at any time and from time to time after exceeds 100% of the initial deposit Fronting/Confirming L/C Sublimit of such Lender, the applicable Borrower shall immediately, first, repay any Unreimbursed Amounts owing to such Lender and, second, either Cash CollateralCollateralize the amount of such excess above such Fronting/Confirming L/C Sublimit or cause one or more of the outstanding Letters of Credit issued by such Lender to be cancelled, request reduced or cancelled and reissued as one or more Several Letters of Credit, in each case so that additional Cash Collateral be provided in order to reasonably protect against the results of further exchange rate fluctuationssuch excess above such Fronting/Confirming L/C Sublimit is eliminated. (d) If Without limiting clause (z) of the Administrative Agent notifies the Company at any time that the Outstanding Amount first proviso of all Letters of Credit at such time exceeds (Section 2.03(a)(i), if, as a result of fluctuations in exchange rates or currency fluctuations, the Fronting/Confirming Sublimit Usage of a Lender at any time exceeds 105% of the Fronting/Confirming L/C Sublimit of such Lender (but not, for the avoidance of doubt, for any other reason) an amount excess as a result of currency fluctuations less than or equal to 105% of such Fronting/Confirming Sublimit), the Letter applicable Borrower shall, at the request of Credit Sublimit then in effect, then, such Lender and within two Business Days after receipt such request, first, repay any Unreimbursed Amounts owing to such Lender and, second, either Cash Collateralize the amount of such excess above such Fronting/Confirming L/C Sublimit or cause one or more of the outstanding Letters of Credit issued by such Lender to be cancelled, reduced or cancelled and reissued as one or more Several Letters of Credit, in each case so that such excess above such Fronting/Confirming L/C Sublimit is eliminated. (e) Upon the occurrence of a Change in Control, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrowers that the Aggregate Commitments and the Commitment of each Lender shall terminate as of the date of such notice. If such notice of termination has been requested by the Required Lenders, the Administrative Agent shall also, at that time or later, at the request of the Required Lenders, additionally notify the Borrowers that they shall prepay the Outstanding Amount of their Loans and Cash Collateralize the Outstanding Amount of their L/C Obligations in an aggregate amount sufficient to reduce (or cancel such Letters of Credit), and each Borrower agrees that upon such additional notice, such Borrower will promptly prepay the Outstanding Amount as of its Loans and Cash Collateralize the Outstanding Amount of its L/C Obligations (or cancel such date Letters of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effectCredit).

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof orthereof, provided that Base Rate Loans borrowed pursuant to Section 2.03(c)(i) may be prepaid in each case, if less, full in an amount equal to the entire principal amount thereof then outstandingso borrowed. 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 such Lender's Pro Rata Share of such Lender’s Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Outstanding Amount of all Loans at any time or from time to timeexceeds the Aggregate Commitments then in effect, voluntarily the Borrower shall immediately prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) an aggregate amount equal to 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 partial 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 Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinexcess. (c) If Upon the Administrative Agent notifies receipt, on or before the Company at any time seventh day after the Technologies IPO, by Technologies of Net Cash that are not applied to repay or prepay loans outstanding made under the Total Revolving Bridge Credit Outstandings at such time exceed Agreement or under the aggregate Revolving Five-Year Credit Commitments then in effect, then, within two Business Days after receipt of such noticeAgreement, the Borrowers Borrower shall immediately prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000; provided, however, that the Borrowers shall not be required to such Net Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably protect against the results of further exchange rate fluctuationsProceeds. (d) If the Technologies IPO does not occur on or before August 20, 2001, the Borrower shall immediately prepay the Loans and other Obligations, and the Aggregate Commitments shall immediately terminate without further action by the Administrative Agent notifies the Company at or any time that the Outstanding Amount of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectLender.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Company may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 12:00 p.m. (noon) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 25,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice shall be irrevocable but may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice subject to the Administrative Agent if such other financing is not consummated on the anticipated dateoccurrence of any condition(s) 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 to be paid pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative AgentLender pursuant to delivery to the Lender of a notice thereof in form and substance approved by the Lender, at any time or from time to time after the Closing Date voluntarily prepay Revolving Credit Loans or the Term Loans Loan in whole or in part without premium or penaltypart; provided that that, unless otherwise agreed by the Lender, (ia) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 9:00 a.m. 12:00 noon (Ai) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (Bii) on the date of prepayment of Base Rate Loans; (iib) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 Term Loans to be prepaid andprepaid, and if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Eurodollar Rate 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment of the outstanding Term Loan pursuant to this Section 2.03 shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectTerm Loan.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 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 prepayment, whether such Loans are Term A Loans or Term B Loans, 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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, if any. Subject to Section 2.162.18, each such prepayment shall be applied to the Term A Loans and/or Term B Loans of the Lenders Lenders, as elected by the Borrower pursuant to the notice herein referenced, in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Company applicable Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit the Loans or Term Loans of such Borrower in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in U.S. Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Sterling, and (BC) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in U.S. Dollars shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Sterling shall be in a minimum principal amount of £1,000,000 or a whole multiple of £500,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 Loans to be prepaid and, if Eurodollar 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar 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 2.162.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 12:00 p.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 2,500,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $100,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided, that a notice of prepayment given pursuant to this Section 2.05(a) delivered by the Borrower may be state that such notice is conditioned upon the consummation effectiveness of other financingcredit facilities or the closing of a securities offering, and the receipt of proceeds thereunder, in which case such notice may be rescinded or extended for a reasonable period upon written revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such other financing is conditions are not consummated on the anticipated datesatisfied. 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 2.162.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that exceed the lesser of (ix) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the date ninety percent (90%) of the prepaymentSale Value of Financed Hedged Eligible Inventory (or Hedged Value, as to Financed Hedged Eligible Inventory not subject to sales contracts), and (iiy) any such partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, the Borrower shall within two one Business Days after receipt of such notice, the Borrowers shall Day prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans , and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 pro rata share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesshare. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of and whether such LoansLoan is a Revolving Loan or Term 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Revolving Loans or Term Loans, as applicable, of the Lenders in accordance with their respective Applicable Percentages, as applicable. Each prepayment Optional prepayments of the outstanding Term Loans pursuant to this Section 2.05(a) Loan shall be applied to the remaining principal repayment installments thereof (including principal payments to be made on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans maturity date thereof) of the Lenders Term Loan as the Borrower may direct the Administrative Agent in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitieswriting. (b) The Borrowers Borrower may, upon notice from the Company 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial prepayment shall be in a minimum principal amount of $100,000250,000 or in such lesser principal amount as may be outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Borrowers 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 Administrative Agent notifies the Company Total Revolving Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Company by SEI to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanySEI on behalf of itself or another Borrower, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.1610.14, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers Each Borrower may, upon notice from the Company by SEI 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial 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 CompanySEI, the Borrowers 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 reason the Administrative Agent notifies the Company Total Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations Obligations, as SEI shall select, in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers no Borrower 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent, (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Dollars, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided, that, such notice of may specify that such prepayment given pursuant to this Section 2.05(a) may be is conditioned upon the consummation of other financing, and may be rescinded a particular transaction or extended for a reasonable period upon written notice to refinancing of the Administrative Agent if such other financing is not consummated on the anticipated dateIndebtedness hereunder. 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 Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative AgentBank, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans any Loan in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Bank not later than 9:00 a.m. 1:00 p.m. (A) three Business Days prior to any date of prepayment of a Eurodollar Rate Loans Loan, and (B) on the date of prepayment of a Base Rate LoansLoan; (ii) any prepayment of a Eurodollar Rate Loans Loan shall be in a principal amount of $3,000,000 100,000 or a whole multiple of $1,000,000 50,000 in excess thereof; and (iii) any prepayment of a Base Rate Loans Loan shall be in a principal amount of $1,000,000 50,000 or a whole multiple of $100,000 10,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and (ii) 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent), at If for 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed reason the aggregate Revolving Credit Commitments Total Outstandings exceeds the Commitment Amount then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Commitment Amount of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (ai) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term the Loans in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base ABR Loans and the Fixed Rate LoansLoan; (iiB) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans Type shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire then aggregate outstanding principal amount thereof then outstanding. of the Loans of such Type; and (C) such prepayment shall be accompanied by the amounts specified in clause (iii) below. (ii) 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount share of such prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ciii) Any prepayment of any Loan shall be accompanied by all accrued interest thereon, together with, in the case of Eurodollar Loans, any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Administrative Agent notifies the Company total Credit Exposure at any time that exceeds the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit total Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce or, if no Loans are then outstanding, take such Outstanding Amount other action as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies may direct, as required to cause the Company at any time that the Outstanding Amount of all Letters of total Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount Exposure to be equal to 105% of or less than the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effecttotal Commitments.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. (A) 11:00 a.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) 1:00 p.m. on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 500,000 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers Borrower may, upon notice from the Company 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial 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 CompanyBorrower, the Borrowers 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 Administrative Agent notifies the Company Total Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower 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 Revolving Credit Committed Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit A Loans or Term and/or B Closing Date Loans in whole or in part without premium or penaltypart; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 (i) the date and amount of such prepayment and prepayment, (ii) the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans and (iii) whether the Loans to be prepaid are A Loans or B Closing Date Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the ratable amount of such prepayment owing to each Lender’s Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar 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 Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term A Loans pursuant to this Section 2.05(a) made prior to the first anniversary of the Closing Date shall be accompanied by a premium payable by the applicable Borrower equal to one percent (1%) of the principal amount of the A Loans so prepaid. (b) Any prepayment of A Loans pursuant to Section 2.05(a) shall be applied to the principal repayment installments thereof A Loans then outstanding on a pro rata basis, in each case to reduce scheduled repayments required under Section 2.03, first, in direct order to such scheduled repayments due on the next four Loan Repayment Dates occurring following such repayment and, second (to the extent of any balance), on a pro rata basis among the repayments remaining to be made on each other Loan Repayment Date. Subject Any prepayment of B Closing Date Loans pursuant to Section 2.16, such prepayment 2.05(a) shall be applied to B Closing Date Loans then outstanding on a pro rata basis, in each case to reduce scheduled repayments required under Section 2.03, first, in direct order to such scheduled repayments due on the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. next four Loan Repayment Dates occurring following such repayment and, second (b) The Borrowers may, upon notice from the Company to the Swing Line Lender (with a copy to the Administrative Agentextent of any balance), at any time or from time on a pro rata basis among the repayments remaining 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. made on the date of the prepayment, and (ii) any such partial 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 Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereineach other Loan Repayment Date. (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof orthereof, provided that Base Rate Loans borrowed pursuant to Section 2.03(c)(i) may be prepaid in each case, if less, full in an amount equal to the entire principal amount thereof then outstandingso borrowed. 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Outstanding Amount of all Loans and L/C Obligations 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 exceeds 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Each Borrower may, upon notice (which notice may be by telephone and immediately confirmed in writing) from the Company Borrowing Agent to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Revolving Loans shall be in a principal amount of $1,000,000 250,000 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 Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidrepaid, 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrowing Agent, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers Each Borrower may, upon notice from the Company Borrowing Agent 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial 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 CompanyBorrowing Agent, the Borrowers 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 Company Borrowing Agent at any time that the Total Revolving Credit Outstandings at such any time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that that, subject to the provisions of Section 2.03(g)(ii), 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate 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 reasonably protect against the results of further exchange rate fluctuations. (d) If In the event WFS determines that it is not in compliance with the Consolidated Asset Coverage Ratio in Section 7.13(e) hereof at the end of any Fiscal Quarter, (1) the Borrowing Agent shall promptly, but in any event within thirty (30) days of the end of such Fiscal Quarter, deliver a notice of such non-compliance to the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Letters of Credit at such time exceeds pursuant to Section 6.01(j); and (as a result of fluctuations in exchange rates or for any other reason2) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two not later than ten (10) Business Days after receipt the date such notice of such noticenon-compliance is sent to the Administrative Agent, the Borrowers shall promptly prepay Loans and/or Cash Collateralize L/C Obligations the outstanding Letters of Credit, or do a combination of the foregoing, in an aggregate amount sufficient to reduce come into compliance with such Outstanding Amount as of such date of payment financial covenant; provided, however, that WFS Europe and WFS Singapore shall have no prepayment obligations in connection with Loans advanced solely to an amount not to exceed 100% of the Letter of Credit Sublimit then in effectWFS.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of and whether such LoansLoan is a Revolving Loan or a Term 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Revolving Loans or the Term Loans, as the case may be, of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares of such Loan. Each prepayment Any voluntary prepayments of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans all of the Lenders in accordance with their respective Applicable Percentages in respect of each unpaid scheduled installment payments of the relevant FacilitiesTerm Loan. (b) The Borrowers Borrower may, upon notice from the Company 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. 12:00 noon on the date of the prepayment, and (ii) any such partial 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 CompanyBorrower, the Borrowers 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 Administrative Agent notifies the Company Total Revolving Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.06(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate 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 reasonably protect against the results of further exchange rate fluctuations. (d) If Concurrently with the Administrative Agent notifies receipt of Net Cash Proceeds from the Company at Disposition by the Borrower or any time that of its Subsidiaries pursuant to Section 7.05(g), the Outstanding Amount of all Letters of Credit at such time exceeds (as a result of fluctuations Borrower shall prepay the Loans in exchange rates or for any other reason) an aggregate principal amount equal to 105100% of such Net Cash Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 2.06(h). (e) Concurrently with the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such noticeNet Cash Proceeds from any Equity Issuance of the Borrower or any of its Subsidiaries, the Borrowers Borrower shall Cash Collateralize L/C Obligations prepay the Loans in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of such Net Cash Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 2.06(h). (f) Concurrently with the Letter receipt of Credit Sublimit Net Cash Proceeds from the issuance by the Borrower or any of its Subsidiaries of any Indebtedness pursuant to Section 7.03(f), the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds. Each such mandatory prepayment shall be applied as permitted in Section 2.06(h). (g) Within five Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), if (i) the Leverage Ratio reflected in such Compliance Certificate shall be greater than 2.00 to 1.00 and (ii) any portion of the Term Loans remains outstanding, then the Borrower shall prepay the Loans in effectan aggregate principal amount equal to 50% of Excess Cash Flow for the Fiscal Year covered by such financial statements. Each such mandatory prepayment shall be applied as permitted in Section 2.06(h). (h) Any mandatory prepayment of Term Loans pursuant to Section 2.06(d), (e), (f) or (g), shall (i) include and be applied to interest to the date of such prepayment on the principal amount prepaid and include any additional amounts required pursuant to Section 3.05, (ii) not be subject to any notice and minimum payment provisions and (iii) be applied pro rata to all of the unpaid scheduled installment payments of the Term Loans, and if the Term Loans have been repaid, in full, then to the Revolving Loans (which repayment shall not result in a reduction in the Aggregate Revolving Commitments).

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan principal 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 2.162.17, each such prepayment shall be applied first to Base Rate Loans until paid in full and second to Eurodollar Rate Loans, in direct order of Interest Period maturities until paid in full, and shall be applied to the applicable Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Each of the Borrowers may, upon written notice from the Company Borrower Representative to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 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 except to the extent delivered in connection with a notice of termination of the Aggregate Commitments pursuant to Section 2.05 that is conditioned upon the effectiveness of other credit facilities, in which case such notice of prepayment may be revoked by the applicable Borrower or the Borrower Representative to the same extent that the notice of termination may be revoked pursuant to Section 2.05. 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower Representative, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (bi) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers AMID Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers AMID Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate Commitments then in effect. The Administrative Agent may, effect and (ii) if for any reason the Blackwater Outstandings at any time and exceed the Blackwater Sublimit, the Blackwater Borrower shall immediately prepay Loans made to the Blackwater Borrower and/or Cash Collateralize the L/C Obligations arising from time Letters of Credit issued on behalf of the Blackwater Borrower in an aggregate amount equal to time such excess; provided, however, that the Blackwater Borrower shall not be required to Cash Collateralize the L/C Obligations arising from Letters of Credit issued on behalf of the Blackwater Borrower pursuant to this Section 2.04(b) unless after the initial deposit prepayment in full of the Loans made to the Blackwater Borrower the Blackwater Outstandings exceed the Blackwater Sublimit then in effect. (c) Upon the occurrence of any Disposition by Parent or any other Loan Party which results in the realization of Net Cash Proceeds, the Borrowers shall prepay the Loans by an amount equal to 100% of such Net Cash CollateralProceeds immediately upon receipt thereof by Parent or any of its Subsidiaries, request provided, however, that, at the election of the Borrowers (as notified by the Borrower Representative to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds), and so long as no Default shall have occurred and be continuing, the Parent or such Loan Party may apply within 270 days after the receipt of such cash proceeds to reinvest in assets useful in the business of the AMID Borrower or any of its Subsidiaries (it being understood (A) such proceeds that additional are not reinvested pursuant to this sentence shall constitute Net Cash Collateral Proceeds, (B) all such proceeds shall constitute Net Cash Proceeds notwithstanding any investment notice if there is a Default at the time of a proposed reinvestment and (C) prepayment shall be provided required with such Net Cash Proceeds promptly after any earlier date on which the Borrowers have determined not to use such Net Cash Proceeds for any such purpose), and, provided, further, however, that prepayments under this Section 2.04(c) shall not be required until the aggregate amount of unapplied Net Cash Proceeds exceeds $10,000,000 in order the aggregate in any trailing twelve month period. The provisions of this section do not constitute consent to reasonably protect against any Dispositions by the results Parent or any of further exchange rate fluctuationsits Subsidiaries not otherwise permitted hereunder. (d) If Upon any Extraordinary Receipt received by or paid to or for the account of Parent or any other Loan Party not otherwise included in this Section, the Borrowers shall prepay an aggregate principal amount of Loans equal to such Extraordinary Receipt immediately upon receipt thereof by Parent or any of its Subsidiaries; provided, however, that, at the election of the Borrowers (as notified by the Borrower Representative to the Administrative Agent notifies on or prior to the Company date of receipt of such Extraordinary Receipt), and so long as no Default shall have occurred and be continuing, the Parent or such other Loan Party may apply within 270 days after the receipt of such cash proceeds to reinvest in assets useful in the business of the AMID Borrower or any of its Subsidiaries (it being understood (A) such proceeds that are not reinvested pursuant to this sentence shall constitute Extraordinary Receipt, (B) all such proceeds shall constitute an Extraordinary Receipt notwithstanding any investment notice if there is a Default at the time of a proposed reinvestment and (C) prepayment shall be required with such proceeds promptly after 50 any time that earlier date on which the Outstanding Amount Borrowers have determined not to use such proceeds for any such purpose). (e) Upon the incurrence or issuance by Parent or any other Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrowers shall prepay the Loans by an amount equal to 100% of all Letters net cash proceeds received therefrom immediately upon receipt thereof by such Person. (f) Each prepayment under this Section 2.04 shall be accompanied by accrued interest on the amount prepaid to the date of Credit at such time exceeds (prepayment and amounts, if any, required to be paid pursuant to Section 3.05 as a result of fluctuations such prepayment. (g) In connection with each prepayment pursuant to this Section 2.04, the Administrative Agent shall have received a prepayment notice in exchange rates a form reasonably acceptable to the Administrative Agent (which may include a prepayment notice on an electronic platform or for any other reason) an amount equal to 105% electronic transmission system), appropriately completed by a Responsible Officer of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such noticeBorrower Representative. (h) Notwithstanding anything to the contrary herein, the Borrowers Aggregate Commitments shall Cash Collateralize 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 Letter of Credit Sublimit then in effectbe permanently reduced by any mandatory prepayments required by this Section.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent (A) not later than 9:00 a.m. (A) 11:00 a.m., New York time, three Business Days prior to any date of prepayment of any Eurodollar Rate Loans Loans, and (B) not later than 9:00 a.m., New York time, on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof thereof, or, in each case, the case of (ii) and (iii) if lessa lesser amount, the entire principal amount thereof then outstandingof the Loans in such Borrowing. 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Revolving Loans of the applicable Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares. (b) The Borrowers may, upon notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent), If 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed Exposure exceeds the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall prepay immediately repay its respective Revolving Loans and/or 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effectsuch excess, then, within two Business Days after receipt of together with all accrued and unpaid interest on such notice, the Borrowers shall Cash Collateralize L/C Obligations in an aggregate excess amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effectand any amounts due under Article III.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three one Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Revolving Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers Borrower may, upon notice from the Company 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 (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. 1:00 p.m. on the date of the prepayment, and (ii) any such partial prepayment shall be in a minimum principal amount of $100,000100,000 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 CompanyBorrower, the Borrowers 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 From and after the Administrative Agent notifies First Amendment Effective Date, if the Company at Borrower, the Parent, any time that Loan Party or any of their respective Subsidiaries makes any Disposition (other than Dispositions permitted by Section 7.05(a), (b), or (c)), issues any Equity Interests (other than issuances by Borrower to Parent or issuances by a direct or indirect Subsidiary of Borrower to Borrower or a direct or indirect Subsidiary of Borrower), or incurs any Indebtedness, the Total Borrower shall, within one (1) Business Day of receipt by the Borrower, the Parent, such other Loan Party or such other Subsidiary, as applicable, of the proceeds thereof, prepay the Revolving Credit Outstandings at Loans in an amount equal to (i) with respect to any such time exceed Disposition, fifty percent (50%) of the Net Cash Proceeds of any such Disposition, (ii) with respect to any issuance of common Equity Interests, (A) twenty-five percent (25%) of the aggregate Net Cash Proceeds received in connection with such issuances up to the first $50,000,000 of aggregate Net Cash Proceeds and (B) fifty percent (50%) of the aggregate Net Cash Proceeds received in connection with such issuances in excess of $50,000,000 of aggregate Net Cash Proceeds, (iii) with respect to the issuance of any preferred Equity Interests (including any Preferred Equity issued after the First Amendment Effective Date), fifty percent (50%) of the Net Cash Proceeds received in connection with such issuance of preferred Equity Interests, and (E) with respect to the incurrence of any Indebtedness (including, without limitation, any refinancing or replacement of any Indebtedness existing as of the First Amendment Effective Date), fifty percent (50%) of the Net Cash Proceeds received in connection with any such Indebtedness. Each prepayment of the outstanding Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, at any time and from time shall be applied to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to reasonably protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount thereof in the inverse order of all Letters of Credit at maturity, and subject to Section 2.17, each such time exceeds (as a result of fluctuations prepayment shall be paid to the Lenders in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectaccordance with their respective Applicable Percentages.

Prepayments. (a) The Each of the Borrowers may, upon written notice from the Company Borrower Representative to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 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 except to the extent delivered in connection with a notice of termination of the Aggregate Commitments pursuant to Section 2.05 that is conditioned upon the effectiveness of other credit facilities, in which case such notice of prepayment may be revoked by the applicable Borrower or the Borrower Representative to the same extent that the notice of termination may be revoked pursuant to Section 2.05. 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower Representative, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (bi) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers AMID Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers AMID Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate Commitments then in effect. The Administrative Agent may, effect and (ii) if for any reason the Blackwater Outstandings at any time and exceed the Blackwater Sublimit, the Blackwater Borrower shall immediately prepay Loans made to the Blackwater Borrower and/or Cash Collateralize the L/C Obligations arising from time Letters of Credit issued on behalf of the Blackwater Borrower in an aggregate amount equal to time such excess; provided, however, that the Blackwater Borrower shall not be required to Cash Collateralize the L/C Obligations arising from Letters of Credit issued on behalf of the Blackwater Borrower pursuant to this Section 2.04(b) unless after the initial deposit prepayment in full of the Loans made to the Blackwater Borrower the Blackwater Outstandings exceed the Blackwater Sublimit then in effect. (c) Upon the occurrence of any Disposition by Parent or any other Loan Party which results in the realization of Net Cash Proceeds or any event or circumstances which results in the realization of Extraordinary Receipts, the Borrowers shall prepay the Loans by an amount equal to 100% of such Net Cash CollateralProceeds or Extraordinary Receipts, request as applicable, immediately upon receipt thereof by Parent, the Borrowers or any of their Restricted Subsidiaries, provided, however, that, at the election of the Borrowers (as notified by the Borrower Representative to the Administrative Agent on or prior to the date of receipt of such Net Cash Proceeds or Extraordinary Receipts, as applicable), and so long as no Default shall have occurred and be continuing, the Parent or such Loan Party may apply within twelve months after the receipt of such cash proceeds to reinvest in assets useful in the business of the AMID Borrower or any of its Restricted Subsidiaries (it being understood (A) such proceeds that additional are not reinvested pursuant to this sentence shall constitute Net Cash Collateral Proceeds or Extraordinary Receipts, as applicable, (B) all such proceeds shall constitute Net Cash Proceeds or Extraordinary Receipts, as applicable, notwithstanding any investment notice if there is a Default at the time of a proposed reinvestment and (C) prepayment shall be provided required with such Net Cash Proceeds or Extraordinary Receipts, as applicable, promptly after any earlier date on which the Borrowers have determined not to use such Net Cash Proceeds or Extraordinary Receipts, as applicable, for any such purpose), and, provided, further, however, that prepayments of Net Cash Proceeds from Dispositions under this Section 2.04(c) shall not be required until the aggregate amount of unapplied Net Cash Proceeds exceeds $25,000,000 in order the aggregate in any trailing twelve month period. The provisions of this section do not constitute consent to reasonably protect against any Dispositions by the results Parent, the Borrowers or any of further exchange rate fluctuationstheir Restricted Subsidiaries not otherwise permitted hereunder. (d) If Upon the Administrative Agent notifies incurrence or issuance by Parent or any other Loan Party of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.03), the Company at any time that Borrowers shall prepay the Outstanding Amount Loans by an amount equal to 100% of all Letters net cash proceeds received therefrom immediately upon receipt thereof by such Person. (e) Each prepayment under this Section 2.04 shall be accompanied by accrued interest on the amount prepaid to the date of Credit at such time exceeds (prepayment and amounts, if any, required to be paid pursuant to Section 3.05 as a result of fluctuations such prepayment. (f) In connection with each prepayment pursuant to this Section 2.04, the Administrative Agent shall have received a prepayment notice in exchange rates a form reasonably acceptable to the Administrative Agent (which may include a prepayment notice on an electronic platform or for any other reason) an amount equal to 105% electronic transmission system), appropriately completed by a Responsible Officer of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such noticeBorrower Representative. (g) Notwithstanding anything to the contrary herein, the Borrowers Aggregate Commitments shall Cash Collateralize 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 Letter of Credit Sublimit then in effectbe permanently reduced by any mandatory prepayments required by this Section.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans or Term Money Market Loans made to it bearing interest at the Base Rate in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate LoansCommitted Loans or Money Market Loans bearing interest at the Base Rate pursuant to Section 3.2; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 50,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; and (iii) . Except as provided in the preceding sentence, a Borrower may not prepay all or any prepayment portion of Base Rate Loans shall be in a the principal amount of $1,000,000 or a whole multiple any Money Market Loan made to it prior to the last day of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingInterest Period therefor. Each such notice shall specify the date and amount of such prepayment prepayment, whether the Loans to be prepaid are Committed Loans or Money Market Loans, and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each appropriate Lender of its receipt of each such notice and the contents thereof with respect to Committed Loans, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such Lender's Pro Rata Share of such prepayment of such Committed Loans. The Administrative Agent will promptly notify each Lender that has made a Money Market Loan that is to be prepaid of its the receipt by the Administrative Agent of each notice and the contents thereof with respect to such notice, Money Market Loan and the contents thereof and of the amount of such Lender’s Applicable Percentage prepayment of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)Money Market Loan. If such notice is given by the Companya Borrower, the Borrowers 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.16, each Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. Each such prepayment of the outstanding Term Money Market Loans pursuant to this Section 2.05(a) shall be applied ratably to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Money Market Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesthat made such Loans. (bi) The Borrowers may, upon notice from If for any reason the Company Total Outstandings applicable to the Swing Line Lender (with a copy to the Administrative Agent), TMCC 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Tranche A Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers TMCC shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment excess. (ii) If for any reason the Total Outstandings applicable to an amount not to TCPR at any time exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Tranche B 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers TCPR shall Cash Collateralize L/C Obligations immediately prepay Loans in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term the Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 11:00 a. m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 10,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.18, each such prepayment shall be applied allocated to the Committed Loans of the Lenders in accordance with their the respective Applicable Percentages. Each prepayment Percentages of the outstanding Term Loans pursuant to this Section 2.05(a) shall be Lenders and applied to the principal repayment installments thereof on a pro rata basis. Subject payments due pursuant to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b2.08(a) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably protect against the results of further exchange rate fluctuationsmaturity thereof. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Money Market Loans or Term bearing interest at the Base Rate and Committed Loans pursuant to Section 3.2 in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate LoansCommitted Loans or Money Market Loans bearing interest at the Base Rate pursuant to Section 3.2; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 50,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; and (iii) . Except as provided in the preceding sentence, the Borrower may not prepay all or any prepayment portion of Base Rate Loans shall be in a the principal amount of $1,000,000 or a whole multiple any Money Market Loan prior to the last day of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingInterest Period therefor. Each such notice shall specify the date and amount of such prepayment prepayment, whether the Loans to be prepaid are Committed Loans or Money Market Loans, 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 noticenotice and the contents thereof with respect to Committed Loans, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment (based on of such Lender’s Applicable Percentage in respect Committed Loans. The Administrative Agent will promptly notify each Lender that has made a Money Market Loan that is to be prepaid of the relevant Facility)receipt by the Administrative Agent of each notice and the contents thereof with respect to such Money Market Loan and the contents thereof and of the amount of such prepayment of such Money Market Loan. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.16, each Each such prepayment of Committed Loans shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. Each such prepayment of the outstanding Term Money Market Loans pursuant to this Section 2.05(a) shall be applied ratably to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Money Market Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesthat made such Loans. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 10:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or LIBOR Daily Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or LIBOR Daily Rate Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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, if Administrative Agent has then provided written notice to Borrower delineating such additional amounts (failing in which such additional amounts shall be due and payable one (1) Business Day following receipt by Borrower of a notice setting forth such amounts). Subject to Section 2.162.17, each such prepayment shall be applied paid to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from No Bid Loan may be prepaid without the Company 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 prior consent of the prepayment, and (ii) any such partial 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 Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinapplicable Bid Loan Lender. (c) If for any reason the Administrative Agent notifies the Company Total Outstandings at any time that exceed the Total Aggregate Commitments at such time, then the Borrower shall immediately prepay the Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effecttime.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans under the Revolving Credit Loans Facility or the Term Loans Loan Facility in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans under any such credit facility shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans under any such credit facility shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 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, the credit facility to which the prepayment is to be applied, and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are prepaid. Prepayments of the Term Loan shall be applied pro rata to be prepaid, remaining installments of the Interest Period(s) scheduled amortization of such Loansthe Term Loan Facility. 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 ratable share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 3.054.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Pro Rata Revolving Shares and Pro Rata Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16Shares, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesas applicable. (b) The Borrowers Borrower may, upon notice from the Company 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial prepayment shall be in a minimum principal amount of $100,000500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Borrowers 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 Administrative Agent notifies the Company Total Revolving Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C - BA Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C - BA Obligations pursuant to this Section 2.05(c2.06(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans Loans, the Total Revolving Credit Outstandings exceed the aggregate 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 reasonably protect against the results of further exchange rate fluctuations. (d) If In addition to any required payments of principal of the Term Loan and any optional payments of principal of the Term Loan and the Revolving Loans effected under subsection (a) above, the Borrower shall make the following required prepayments, each such payment to be made to the Administrative Agent notifies for the Company at benefit of the applicable Lenders within the time period specified below: (i) At any time that after the aggregate Net Cash Proceeds from all issuances of Indebtedness permitted by Section 8.03(i) and all Dispositions permitted by Section 8.05(f)(i) after the Closing Date has reached $75,000,000, the Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment of the Outstanding Amount of all Letters the Term Loan in an amount equal to one hundred percent (100%) of Credit at any further Net Cash Proceeds (including any portion of the Net Cash Proceeds thereof that causes the aggregate Net Cash Proceeds to exceed the $75,000,000 threshold) of (A) each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary permitted by Section 8.03(i), and (B) each Disposition permitted by Section 8.05(f)(i). Each such time exceeds prepayment will be made within ten (10) Business Days of receipt of such Net Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance or Disposition. (ii) The Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment of the Outstanding Amount of the Term Loan (A) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary other than Indebtedness permitted under Section 8.03, (B) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary permitted by Section 8.03(l), but excluding any Net Cash Proceeds used or to be used, in the good faith judgment of the Administrative Agent, for the purpose of financing one or more Acquisitions or Restricted Payments permitted hereunder and (C) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary permitted by Section 8.03(p). Each prepayment required to be made pursuant to this Section 2.06(d)(ii) shall be made within ten (10) Business Days of receipt of such Net Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance; provided that despite the application of this Section 2.06(d)(ii) to any issuance of Indebtedness that is not otherwise permitted under this Agreement, nothing in this Section 2.06(d)(ii) shall be deemed to permit any Indebtedness not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of fluctuations the incurrence of Indebtedness that is not permitted under this Agreement. (iii) The Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment of the Outstanding Amount of the Term Loan in exchange rates or for any other reason) an amount equal to 105% the Required Equity Prepayment Percentage (defined below) of the Letter Net Cash Proceeds of Credit Sublimit then in effect, then, each private or public issuance of Equity Interests of the Borrower or any Restricted Subsidiary. Each prepayment required to be made pursuant to this Section 2.06(d)(iii) will be made within two ten (10) Business Days after of receipt of such noticeNet Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrowers shall Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Collateralize L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as Proceeds of such date issuance. Notwithstanding the application of payment this Section 2.06(d)(iii) to an amount any issuance of Equity Interests that is not to exceed 100% of the Letter of Credit Sublimit then in effect.otherwise permitted under this

Prepayments. (ai) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 250,000 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 's Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (bii) The Borrowers Cross UK may, upon notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent)UK Lender, at any time or from time to time, time voluntarily prepay Swing Line Loans Eurocurrency Loans, in whole or in part part, without premium or penalty; , provided that (i) such notice must be received by the Swing Line UK Lender and the Administrative Agent not later than 10:00 11:00 a.m. on and shall specify the date and the amount of the such prepayment (A) three Business Days prior to any date of prepayment, and ; (ii) any such partial prepayment shall be in a minimum principal amount of $100,000. Each such notice 500,000 or a whole multiple of $250,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, Cross UK shall specify the date and amount of such prepaymentalso pay any amounts owing pursuant to Section 3.05. If any such notice Notice of Prepayment is given by the Companygiven, the Borrowers shall make such prepayment and the payment amount specified in such notice Notice of Prepayment shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. (cb) If for any reason the Administrative Agent notifies the Company Total Outstandings of Committed Loans at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments for Committed Loans then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Borrower will immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.06(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Committed Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate Commitments for Committed Loans then in effect. The Administrative Agent may. (c) If for any reason, including, without limitation fluctuation in currency rates at any time, the Total Outstandings of Eurocurrency Loans at any time and from time to time after exceed the initial deposit Dollar Equivalent of such Cash Collateral$5,000,000, request that additional Cash Collateral be provided in order to reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize L/C Obligations Cross UK will immediately prepay Eurocurrency Loans in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans and LIBOR Floating Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof2,500,000; and (iii) any prepayment of Base Rate Loans or LIBOR Floating Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof 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 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.17, each such prepayment shall be applied paid to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 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 Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidrepaid, 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice If for any reason (including without limitation those arising from a reduction of the Company to Borrowing Base described in Section 4.05) the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that exceed the lesser of (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, Aggregate Commitments and (ii) any such partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments Borrowing Base then in effect, then, Borrower shall within two three (3) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless there remains any such excess after the prepayment in full of the Revolving Credit Loans Loans; and Swing Line Loans provided further, however, that the Total Revolving Credit Outstandings exceed provisions of Section 4.06 shall control in the aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, at any time and from time event the reason for such excess is due to time after the initial deposit redetermination of such Cash Collateral, request that additional Cash Collateral be provided in order the Borrowing Base pursuant to reasonably protect against the results of further exchange rate fluctuationsSection 4.02 or Section 4.03. (dc) If the Administrative Agent notifies the Company at any time that the Outstanding Amount Borrower may make a prepayment of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal Loans pursuant to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectSection 4.06.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to Administrative Agent of a Notice of Term Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans or the Term Loans Loan in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loan and (B) on the date of prepayment of Base Rate LoansLoan; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans Loan shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans Loan shall be in a principal amount of $1,000,000 500,000 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 Loans the Term Loan to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such LoansTerm 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar 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 Loans Term Loan of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $100,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers Borrower may, upon notice from the Company 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial prepayment shall be in a minimum principal amount of $100,00050,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Borrowers 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 Administrative Agent notifies the Company Total Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of and whether such LoansLoan is a Revolving Loan or a Term 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Revolving Loans or the Term Loans, as the case may be, of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares of such Loan. Each prepayment Any voluntary prepayments of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans all of the Lenders in accordance with their respective Applicable Percentages in respect of each unpaid scheduled installment payments of the relevant FacilitiesTerm Loan. (b) The Borrowers Borrower may, upon notice from the Company 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. 12:00 noon on the date of the prepayment, and (ii) any such partial 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 CompanyBorrower, the Borrowers 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 Administrative Agent notifies the Company Total Revolving Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Aggregate Revolving Credit Commitments Commitment then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.06(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Aggregate Revolving Credit Commitments Commitment 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 reasonably protect against the results of further exchange rate fluctuations. (d) If Concurrently with the Administrative Agent notifies receipt of Net Cash Proceeds from the Company at Disposition by the Borrower or any time that of its Subsidiaries pursuant to Section 7.05(i), the Outstanding Amount of all Letters of Credit at such time exceeds (as a result of fluctuations Borrower shall prepay the Loans in exchange rates or for any other reason) an aggregate principal amount equal to 105100% of such Net Cash Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 2.06(f). (e) Concurrently with the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such noticeNet Cash Proceeds from the issuance by the Borrower or any of its Subsidiaries of any Indebtedness pursuant to Section 7.03(f), the Borrowers Borrower shall Cash Collateralize L/C Obligations prepay the Loans in an aggregate principal amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of such Net Cash Proceeds. Each such mandatory prepayment shall be applied as permitted in Section 2.06(f). (f) Any mandatory prepayment of Term Loans pursuant to Section 2.06(d) or (e) shall (i) include and be applied to interest to the Letter date of Credit Sublimit such prepayment on the principal amount prepaid and include any additional amounts required pursuant to Section 3.05, (ii) not be subject to any notice and minimum payment provisions and (iii) be applied pro rata to all of the unpaid scheduled installment payments of the Term Loans, and if the Term Loans have been repaid, in full, then to the Revolving Loans (which repayment shall not result in effecta reduction in the Aggregate Revolving Commitment).

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative AgentLender, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans any Loan in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 9:00 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaidrepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments Commitment then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments Commitment then in effect. The Administrative Agent mayAll prepayments under this Section 2.04(b) shall be subject to Section 3.05, 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 reasonably protect against the results of further exchange rate fluctuationsbut otherwise without premium or penalty. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Money Market Loans or Term bearing interest at the Base Rate pursuant to Section 3.2 and Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate LoansCommitted Loans or Money Market Loans bearing interest at the Base Rate pursuant to Section 3.2; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 50,000,000 or a whole multiple of $1,000,000 5,000,000 in excess thereof; and (iii) . Except as provided in the preceding sentence, the Borrower may not prepay all or any prepayment portion of Base Rate Loans shall be in a the principal amount of $1,000,000 or a whole multiple any Money Market Loan prior to the last day of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingInterest Period therefor. Each such notice shall specify the date and amount of such prepayment prepayment, whether the Loans to be prepaid are Committed Loans or Money Market Loans, 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 noticenotice and the contents thereof with respect to Committed Loans, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment (based on of such Lender’s Applicable Percentage in respect Committed Loans. The Administrative Agent will promptly notify each Lender that has made a Money Market Loan that is to be prepaid of the relevant Facility)receipt by the Administrative Agent of each notice and the contents thereof with respect to such Money Market Loan and the contents thereof and of the amount of such prepayment of such Money Market Loan. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.16, each Each such prepayment of Committed Loans shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. Each such prepayment of the outstanding Term Money Market Loans pursuant to this Section 2.05(a) shall be applied ratably to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Money Market Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesthat made such Loans. (b) The Borrowers may, upon notice from If for any reason the Company to the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings at any time or from time to timeexceed the Aggregate Commitments then in effect, voluntarily the Borrower shall immediately prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) an aggregate amount equal to 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 partial 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 Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinexcess. (c) If for any reason the Administrative Agent notifies the Company Total Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments Proportionate Secondary Share of the Combined Outstandings then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 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 CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 2.162.17, each such prepayment shall be applied paid to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers Borrower may, upon notice from the Company 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial 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 CompanyBorrower, the Borrowers 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 at for any time that reason the Total Revolving Credit Outstandings at such any time exceed the aggregate Revolving Credit Commitments Facility at such time, then in effectthe Borrower shall immediately prepay the Revolving Credit Loans, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect. The Administrative Agent may, Facility 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 reasonably protect against the results of further exchange rate fluctuationstime. (d) If During the Administrative Agent notifies Waiver Period, and subject to the Company at terms of the Intercreditor Agreement, if any time that 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 Outstanding Amount Borrower shall, within three (3) Business Days of all Letters receipt by such Consolidated Party of Credit at such time exceeds (as the proceeds thereof, make a result mandatory repayment of fluctuations the Pari Passu Obligations in exchange rates or for any other reason) an amount equal to 105% one hundred percent (100%) of the Letter aggregate Net Cash Proceeds received in connection with such Disposition, such issuance of Credit Sublimit then in effectEquity Interests, thenor such Indebtedness, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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% other than Excluded Net Proceeds. (e) Each mandatory repayment of the Letter of Credit Sublimit then in effect.Pari Passu Obligations required under clause

Prepayments. (a) The No Borrower shall have any right to prepay the principal amount of any Loan other than as provided in this Section 2.7; provided, however, that, if any prepayment made in accordance with this Section 2.7 results in a Eurocurrency Loan’s being paid on any date other than the last day of the Interest Period related thereto, the Borrowers shall pay to any affected Lender the amounts required to be paid to such Lender in accordance with the terms of Section 10.4(c). (i) Each Borrower may, without premium or penalty, upon at least three Business Days’ prior notice from the Company to the Administrative AgentAgent in the case of Eurocurrency Loans and one Business Day’s prior notice to the Agent in the case of Base Rate Loans, at stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any time or from time to time voluntarily prepay Revolving Credit Loans or Term Swing Loans of such Borrower in whole or ratably in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable part, together with accrued interest to the Administrative Agent and be received by date of such prepayment on the Administrative Agent not later than 9:00 a.m. principal amount prepaid; provided, however, that (A) three Business Days prior Swing Loans made to any date of prepayment of Eurodollar Rate Loans and U.S. Operating Co. may be prepaid on notice given by 11:00 A.M. (BCharlotte, North Carolina, time) on the date of prepayment of Base Rate Loans; and (iiB) any each partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $3,000,000 500,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple integral multiples of $100,000 in excess thereof or(or the equivalent thereof in an Alternative Currency, determined on the date notice of prepayment is given in each case, if lessaccordance with Section 2.16(c)) in the case of Eurocurrency Loans and not less than $100,000 or integral multiples thereof in the case of Base Rate Loans. Upon the giving of such notice of prepayment, the entire principal amount thereof then outstanding. Each such notice shall specify of the date and amount of such prepayment and the Type(s) of Loans specified 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesprepayment. (bii) The Borrowers Term Loan Borrower may, upon notice from the Company 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 , upon at least three Business Days’ prior notice must be received by to the Swing Line Lender Agent stating the proposed date and the Administrative Agent not later than 10:00 a.m. on the date aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Term Loans made to it, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, each partial prepayment shall be in an aggregate amount not less than $500,000 or integral multiples of $100,000 in excess thereof (or the equivalent thereof in an Alternative Currency, determined on the date notice of payment is given in accordance with Section 2.16(c)) and (ii) that any such partial prepayment shall be in a minimum applied to reduce ratably the remaining installments of the outstanding principal amount of $100,000all Term Loans. Each Upon the giving of such notice shall specify of prepayment, the date and principal amount of such prepayment. If such notice is given by the Company, the Borrowers Loans specified to be prepaid shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinfor such prepayment. (ci) If the Administrative Agent notifies the Company at any time that (A) the Total equivalent in Dollars of the aggregate principal amount of Revolving Credit Outstandings Loans and Swing Loans outstanding at such time exceed (determined in accordance with Section 2.16(c)) plus the aggregate Revolving Letter of Credit Commitments then in effect, then, within two Business Days after receipt Obligations outstanding at such time exceeds the Maximum Amount of Revolver Liabilities at such noticetime, the Borrowers shall forthwith first prepay the Revolving Credit Loans and/or Cash Collateralize the L/C Obligations and Swing Loans then outstanding in an aggregate amount sufficient equal to reduce such Outstanding Amount as of excess, together with accrued interest thereon, and, if after such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000; providedprepayment, howeverany such excess shall remain, that the Borrowers shall not be required provide cash collateral for all Letter of Credit Obligations in accordance with clause (vii) below in an amount equal to Cash Collateralize such remaining excess, or (B) the L/C Obligations pursuant to this Section 2.05(c) unless after equivalent in Dollars of the prepayment in full aggregate principal amount of the Revolving Credit Loans and Swing Line Loans of U.S. Operating Co. outstanding at such time plus the Total Revolving Credit 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 reasonably 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 Letters Letter of Credit Obligations of U.S. Operating Co. outstanding at such time exceeds (as a result the Maximum Amount of fluctuations Revolver Liabilities of U.S. Operating Co. at such time, U.S. Operating Co. shall forthwith first prepay such Loans in exchange rates or for any other reason) an amount equal to 105% of the such excess, together with accrued interest thereon, and, if after such prepayment, any such excess shall remain, U.S. Operating Co. shall provide cash collateral for all Letter of Credit Sublimit then Obligations of U.S. Operating Co. in effectaccordance with clause (vii) below in an amount equal to such remaining excess. (ii) Each Borrower shall forthwith prepay the Term Loans and, thenif there are no Term Loans outstanding, within two Business Days after the Revolving Credit Loans and Swing Loans, and, if there are no Loans outstanding, cash collateralize all Letter of Credit Obligations in accordance with clause (vii) below, upon receipt by any Loan Party or any of its Subsidiaries of (A) Asset Sale Proceeds in an amount equal to such Asset Sale Proceeds and (B) cash payments under any Investments constituting Asset Sale Proceeds in an amount equal to such payments, in each case referred to in this clause (ii), together with accrued interest to the date of such noticeprepayment on the principal amount prepaid, provided that in the case of any Asset Sale Proceeds and other payments referred to above, unless and until the amount thereof, when taken together with all prior Asset Sales made on or after the Effective Date, the Borrowers shall Cash Collateralize L/C Obligations in Asset Sale Proceeds of which were not applied to the Loans, is an aggregate amount sufficient in excess of $1,000,000 or involves assets having a Fair Market Value in excess of $1,000,000 (or the equivalent thereof in an Alternative Currency determined in accordance with Section 2.16(c)), no payment shall be required pursuant to reduce this subsection (c)(ii) except if such Outstanding Amount as of such date of payment Asset Sale Proceeds are subject to an amount not to exceed 100% subsection (c) of the Letter definition of Credit Sublimit then in effectAsset Sale Proceeds.

Prepayments. (a) The Borrowers may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (or the Applicable Time with respect to any prepayment to be made in a Foreign Currency), (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans or Canadian Dollar Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Loans or Canadian Dollar Loans shall be in a principal amount of $3,000,000 US$5,000,000 or a whole multiple of $US$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $US$1,000,000 or a whole multiple of $100,000 US$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 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, notice and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrowers, the Borrowers shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.to

Prepayments. (a) The Borrowers may, upon notice (which notice may be by telephone and immediately confirmed in writing) from the Company Borrowing Agent to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) subject to Section 2.05(e), any prepayment of Term Loans shall be applied to the Singapore Term Loans, the Initial Domestic Term Loans and the 2015 Domestic Term Loans on a pro rata basis, based upon the Outstanding Amounts thereof. Each such notice shall specify the date and amount of such prepayment prepayment, whether the Loans to be repaid are Term Loans or Revolving Loans 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, and shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrowing Agent. 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 ratable portion of such prepayment (based on upon such Lender’s Lenders’ Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrowing Agent, 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 ; provided, however, in the case of a prepayment in anticipation of a refinancing of all or a portion of a Facility, any such notice of prepayment given pursuant to this Section 2.05(a) may be state that it is conditioned upon the consummation effectiveness of other financingcredit facilities, and in which case such notice may be rescinded or extended for a reasonable period upon written revoked by the Borrowing Agent (by notice to the Administrative Agent on or prior to the specified date) if such other financing condition is not consummated on the anticipated datesatisfied. 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 prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company Borrowing Agent 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepaymentprepayment and shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrowing Agent. If such notice is given by the CompanyBorrower, 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably protect against the results of further exchange rate fluctuations[Reserved. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.]

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant ; provided, however, that, so long as the Borrower has made a good faith attempt to this Section 2.05(a) may be conditioned upon make any such payment on the consummation of other financing, specified date and may be rescinded or extended for a reasonable period upon written notice to such payment is not received on such date by the Administrative Agent if solely due to a disruption in the Fedwire funds transfer system or other similar force majeure event, then the applicable due date shall be extended to the first Business Day when such other financing is not consummated on the anticipated datedisruption or force majeure event no longer exists. 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 2.162.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers 27. Subject to the last sentence of this Section 2.05(a), the Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidprepaid to but not including the date of the repayment, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) 28. The Borrowers Borrower may, upon notice from the Company 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 partial 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 CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) 29. If for any reason the Administrative Agent notifies the Company Total Outstandings at any time that exceed the Total Aggregate Commitments at such time, the Borrower shall immediately prepay Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments then in effectLoans, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Subject to the last sentence of this Section 2.05(a), the Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidprepaid to but not including the date of the repayment, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers Borrower may, upon notice from the Company 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 partial 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 CompanyBorrower, the Borrowers 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 Administrative Agent notifies the Company Total Outstandings at any time that exceed the Total Aggregate Commitments at such time, the Borrower shall immediately prepay Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments then in effectLoans, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Borrower may, upon written notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three one Business Days Day prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (ai) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $3,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 250,000 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (bii) The Borrowers Cross UK may, upon notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent)UK Lender, at any time or from time to time, time voluntarily prepay Swing Line Loans Eurocurrency Loans, in whole or in part part, without premium or penalty; , provided that (i) such notice must be received by the Swing Line UK Lender and the Administrative Agent not later than 10:00 11:00 a.m. on and shall specify the date and the amount of the such prepayment (A) three Business Days prior to any date of prepayment, and ; (ii) any such partial prepayment shall be in a minimum principal amount of $100,000. Each such notice 500,000 or a whole multiple of $250,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; provided, further that that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, Cross UK shall specify the date and amount of such prepaymentalso pay any amounts owing pursuant to Section 3.05. If any such notice Notice of Prepayment is given by the Companygiven, the Borrowers shall make such prepayment and the payment amount specified in such notice Notice of Prepayment shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. (cb) If for any reason the Administrative Agent notifies the Company Total Outstandings of Committed Loans at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments for Committed Loans then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Borrower will immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the 4695641V7 L/C Obligations pursuant to this Section 2.05(c2.06(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Committed Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate Commitments for Committed Loans then in effect. The Administrative Agent may. (c) If for any reason, including, without limitation fluctuation in currency rates at any time, the Total Outstandings of Eurocurrency Loans at any time and from time to time after exceed the initial deposit Dollar Equivalent of such Cash Collateral$10,000,000, request that additional Cash Collateral be provided in order to reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize L/C Obligations Cross UK will immediately prepay Eurocurrency Loans in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Revolving Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 500,000 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; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked in accordance with Section 2.06. 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the Borrowers applicable Borrower shall make (unless any applicable condition is not satisfied and the notice is revoked) such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers Company may, upon notice from the Company 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. 12:00 noon on the date of the prepayment, and (ii) any such partial 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 Borrowers 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 Administrative Agent notifies the Company Total Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Company shall immediately prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Company may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 (x) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (By) 1:00 pm on the date of prepayment of Base Rate Loans; and (ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 500,000 in excess thereof orthereof, 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender Bank of its receipt of each such notice, and of the amount of such LenderBank’s Applicable Commitment Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided that, a notice of prepayment given pursuant to this Section 2.05(a) of all or any part of the outstanding Loans may be state that such notice is conditioned upon the consummation effectiveness of other financingcredit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, and in which case such notice may be rescinded or extended for a reasonable period upon written revoked, subject to Section 3.5, by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such other financing condition is not consummated on the anticipated datesatisfied. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.162.17, each such prepayment shall be applied to the Loans of the Lenders Banks in accordance with their respective Applicable Commitment Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 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 Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidrepaid, 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers may, upon notice If for any reason (including without limitation those arising from a reduction of the Company to Borrowing Base described in Section 4.05) the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Aggregate Commitments then in effect, then, Borrower shall within two three (3) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c2.04(b) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Aggregate Commitments then in effect. The Administrative Agent may; and provided further, at any time and from time however, that the provisions of Section 4.06 shall control in the event the reason the Total Outstandings exceed the Aggregate Commitments is due to time after the initial deposit redetermination of such Cash Collateral, request that additional Cash Collateral be provided in order the Borrowing Base pursuant to reasonably protect against the results of further exchange rate fluctuationsSection 4.02 or Section 4.03. (dc) If the Administrative Agent notifies the Company at any time that the Outstanding Amount Borrower may make a prepayment of all Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal Loans pursuant to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectSection 4.06.

Prepayments. (a) The Borrowers may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.. 70290124_9 (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Subject to the last sentence of this Section 2.05(a), the Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidprepaid to but not including the date of the repayment, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrowers Borrower may, upon notice from the Company 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 partial prepayment 134956965_3 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 CompanyBorrower, the Borrowers 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 Administrative Agent notifies the Company Total Outstandings at any time that exceed the Total Aggregate Commitments at such time, the Borrower shall immediately prepay Revolving Credit Outstandings at such time exceed the aggregate Revolving Credit Commitments then in effectLoans, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effectexcess.

Prepayments. (a) The Borrowers may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be 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 specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Term 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 (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, 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 notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. Any prepayment of a Eurodollar Rate Term 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 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.each (b) The Borrowers may, upon notice from the Company 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 partial 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 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 the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed 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 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 the difference of 100% of the Aggregate Commitments then in effect less $250,000; 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 Revolving Credit Loans and Swing Line Loans the Total Revolving Credit 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 reasonably 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 Letters of Credit at such time exceeds (as a result of fluctuations in exchange rates or for any other reason) an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall Cash Collateralize 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 Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans under the Revolving Credit Loans Facility or the Term Loans Loan Facility in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans under any such credit facility shall be in a principal amount of $3,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans under any such credit facility shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 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, the credit facility to which the prepayment is to be applied, and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are prepaid. Prepayments of the Term Loan shall be applied pro rata to be prepaid, remaining installments of the Interest Period(s) scheduled amortization of such Loansthe Term Loan Facility. 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 ratable share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any notice of prepayment given pursuant to this Section 2.05(a) may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. 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 3.054.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages. Each prepayment of the outstanding Pro Rata Revolving Shares and Pro Rata Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis. Subject to Section 2.16Shares, such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesas applicable. (b) The Borrowers Borrower may, upon notice from the Company 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. 1:00 p.m. on the date of the prepayment, and (ii) any such partial prepayment shall be in a minimum principal amount of $100,000500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the CompanyBorrower, the Borrowers 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 Administrative Agent notifies the Company Total Revolving Outstandings at any time that the Total Revolving Credit Outstandings at such time exceed the aggregate Aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C - BA Obligations in an aggregate amount sufficient equal to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the difference of 100% of the Aggregate Commitments then in effect less $250,000excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C - BA Obligations pursuant to this Section 2.05(c2.06(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans Loans, the Total Revolving Credit Outstandings exceed the aggregate 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 reasonably protect against the results of further exchange rate fluctuations. (d) If In addition to any required payments of principal of the Term Loan and any optional payments of principal of the Term Loan and the Revolving Loans effected under subsection (a) above, the Borrower shall make the following required prepayments, and the Aggregate Revolving Credit Commitments shall be automatically and permanently reduced as applicable, each such payment to be made to the Administrative Agent notifies for the Company at benefit of the applicable Lenders, and each reduction effected, within the time period specified below: (i) At any time that after the aggregate Net Cash Proceeds from all issuances of Indebtedness permitted by Section 8.03(i) and all Dispositions permitted by Section 8.05(f)(i) after the Closing Date has reached $75,000,000, the Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment of the Outstanding Amount of the Term Loan in an amount equal to one hundred percent (100%) of any further Net Cash Proceeds (including any portion of the Net Cash Proceeds thereof that causes the aggregate Net Cash Proceeds to exceed the $75,000,000 threshold) of (A) each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary permitted by Section 8.03(i), and (B) each Disposition permitted by Section 8.05(f)(i). Each such prepayment will be made within ten (10) Business Days of receipt of such Net Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance or Disposition. (ii) The Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment of the Outstanding Amount of the Term Loan (A) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary other than Indebtedness permitted under Section 8.03, and (B) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary permitted by Section 8.03(l), but excluding any Net Cash Proceeds used or to be used, in the good faith judgment of the Administrative Agent, for the purpose of financing one or more Acquisitions or Restricted Payments permitted hereunder; provided, however, if the Term Loan Facility is or has been paid in full, then at all Letters times that the Aggregate Revolving Credit Commitments exceed $225,000,000, the Aggregate Revolving Credit Commitments shall be automatically and permanently reduced by an amount equal to fifty percent (50%) of any Net Cash Proceeds otherwise not used, or not required to have been used, as applicable, to prepay the Outstanding Amount of the Term Loan as required hereunder. Each prepayment of the Term Loan and each reduction to the Aggregate Revolving Credit at Commitments required to be made pursuant to this Section 2.06(d)(ii) shall be made within ten (10) Business Days of receipt of such time exceeds Net Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance; provided that despite the application of this Section 2.06(d)(ii) to any issuance of Indebtedness that is not otherwise permitted under this Agreement, nothing in this Section 2.06(d)(ii) shall be deemed to permit any Indebtedness not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of fluctuations the incurrence of Indebtedness that is not permitted under this Agreement. (A) The Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment of the Outstanding Amount of the Term Loan in exchange rates or for any other reason) an amount equal to 105% the Required Equity Prepayment Percentage (defined below) of the Letter Net Cash Proceeds of each private or public issuance of Equity Interests of the Borrower or any Restricted Subsidiary, and (B) at all times that the Aggregate Revolving Credit Sublimit then in effectCommitments exceed $225,000,000, then, the Aggregate Revolving Credit Commitments shall be automatically and permanently reduced by an amount equal to the Remaining Equity Prepayment Percentage (defined below) of the Net Cash Proceeds of each private or public issuance of Equity Interests of the Borrower or any Restricted Subsidiary. Each prepayment of the Term Loan and each reduction to the Aggregate Revolving Credit Commitments required to be made pursuant to this Section 2.06(d)(iii) will be made within two ten (10) Business Days after of receipt of such noticeNet Cash Proceeds and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds of such issuance. Notwithstanding the application of this Section 2.06(d)(iii) to any issuance of Equity Interests that is not otherwise permitted under this Agreement, nothing in this Section 2.06(d)(iii) shall be deemed to permit any issuance of Equity Interests of the Borrower or any Restricted Subsidiary not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the issuance of any such Equity Interest that is not permitted under this Agreement. For purposes of this Section 2.06(d)(iii), the Borrowers term “Required Equity Prepayment Percentage” means 50%, provided that such prepayment shall Cash Collateralize L/C Obligations only be required to be made at the 50% level to the extent that the amount of Consolidated Senior Secured Indebtedness, as reduced by giving effect to such prepayment at the 50% level, would result in an aggregate amount sufficient a Consolidated Senior Secured Leverage Ratio greater than or equal to reduce such Outstanding Amount 2.00 to 1.00, and shall thereafter be made by substituting “25%” for “50%”, provided further that if the Required Equity Prepayment Percentage is 25% (including as applied to a portion of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effect.a