Common use of Prepayments Clause in Contracts

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 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, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 ’s pro rata share of such prepayment. If such notice is given by the Borrowersany 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagespro rata shares of such prepayment. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers no Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; . (iic) Upon the Total Acquisition Outstandings occurrence of a Change in Control, the Administrative Agent shall, at any time exceed the Total Acquisition Commitments then in effect request of the Required Lenders, notify the Borrowers that the Aggregate Commitments and the Commitment of each Lender shall immediately prepay Acquisition Loans in an aggregate amount equal to terminate as of the date of such excess; and (iii) notice. If such notice of termination has been requested by the Total Revolver Outstandings Required Lenders, the Administrative Agent shall also, at any that time exceed or later, at the Total Revolver Commitments then in effect request of the Required Lenders, additionally notify the Borrowers that they shall immediately prepay Revolver the Outstanding Amount of their Loans in an aggregate amount equal to and/or Cash Collateralize the Outstanding Amount of their L/C Obligations, and each Borrower agrees that upon such excessadditional notice, such Borrower will promptly prepay the Outstanding Amount of its Loans and/or Cash Collateralize the Outstanding Amount of its L/C Obligations.

Prepayments. (a) The Borrowers No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections (b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below. (b) Any Borrower may, (i) in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that Agent (i) such notice must be received by being irrevocable) and (ii) in the Administrative Agent case of Base Rate Advances, upon notice not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment of Base Rate Loans or Cost of Funds Rate Loans; to the Administrative Agent (ii) any prepayment of Eurodollar Rate Loans shall be in a such notice being irrevocable), stating the proposed date and aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If if such notice is given by given, such Borrower shall, prepay Contract Advances comprising part of the Borrowerssame Borrowing, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidwhole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any additional amounts required owing in connection therewith pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment forthwith prepay Advances in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate a principal amount equal to such excess; and (iii) the Total Revolver Outstandings . If at any time time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Total Revolver Commitments then Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.

Prepayments. (a) The Borrowers maySubject to Section 9.04(b), upon notice to if applicable, the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that Borrower may (i) such following notice must be received given to the Agent by the Administrative Agent Borrower not later than 11:00 a.m. A.M. (ANew York City time) two on the proposed date of prepayment, such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall prepay the outstanding principal amounts of the Base Rate Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and (ii) following notice given to the Agent by the Borrower not later than 11:00 A.M. (London time) three Business Days prior to any the proposed date of prepayment prepayment, such notice specifying the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall prepay the outstanding principal amounts of the Eurodollar Rate Loans and (B) on Advances comprising a Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any on the principal amount prepaid. Each partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages1,000,000. (b) If for on any reason (i) date the Agent notifies the Company that the aggregate principal amount of all outstanding Revolving Credit Obligations exceeds the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeCommitment, the Borrowers Borrower shall immediately on such date prepay WC Revolver Loans and/or Cash Collateralize an aggregate principal amount of Advances ratably to the L/C Obligations Banks in an aggregate amount equal to to, or, at the option of the Borrower, greater than such excess; provided, howeverwith accrued interest to the date of such prepayment on the principal amount prepaid. The Borrower may determine which Borrowing such prepayment shall be allocated to, that and any such prepayment of Eurodollar Rate Advances shall be subject to the Borrowers provision of Section 9.04(b). (c) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under clause (a) above if such prepayment would have resulted from a refinancing of the facilities hereunder, which refinancing shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers consummated or shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessotherwise be delayed.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) a.m., New York time, on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loansthe prepayment; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (iii) any prepayment of the Tranche A Term Loan or the Tranche B Term Loan shall be applied to the remaining principal amortization payments in inverse order of maturity. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Revolving Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Revolving Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Revolving Loans the Total WC Revolver Revolving Outstandings exceed the Total WC Revolver Aggregate Revolving Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) If, on any date on which the Aggregate Commitment Amount is required to be reduced pursuant to subsection 2.7(a), the aggregate principal amount of all outstanding Loans (whether Committed Loans or Bid Loans) would exceed the Aggregate Commitment Amount after giving effect to such reduction, then the Company shall make an immediate repayment of outstanding Committed Loans in a principal amount equal to such excess (rounded upward, if necessary, to an integral multiple of $1,000,000) or, if less, in the aggregate principal amount of all outstanding Committed Loans. Any such prepayment shall be applied, first, to prepay Base Rate Loans, and, second, to prepay Eurodollar Loans (in such order as the Company shall specify). If after prepayment of all Committed Loans, the aggregate principal amount of all outstanding Loans would exceed the Aggregate Commitment Amount after giving effect to the applicable reduction, the Company shall deposit with the Agent, to be held by the Agent as cash collateral for the Obligations, an amount sufficient to eliminate such excess, and the Agent shall apply such funds to repay Bid Loans as they mature or as otherwise provided in Section 2.15. (b) The Borrowers Company may, from time to time, upon irrevocable notice to the Administrative AgentAgent not later than 10:30 a.m. (Chicago time) on the date of prepayment, at any time or from time with respect to time voluntarily prepayments of Base Rate Loans, and one Business Day prior to the proposed date of prepayment, with respect to Eurodollar Loans, ratably prepay Committed Loans in whole or in part without premium part, in minimum amounts of $5,000,000 or penalty; a higher integral multiple of $1,000,000 (provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of Company may make a prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a an amount which is not such an integral multiple if, after giving effect to such prepayment, the outstanding principal amount of $500,000 or a whole all Base Rate Loans will be an integral multiple of $100,000 in excess thereof; and (iii) any 1,000,000). Such notice of prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each any such notice, and of the amount of such Lender's Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowersCompany, 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) Any prepayment of a Eurodollar Rate Loan Loans shall be accompanied by all include accrued interest to the date of prepayment on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages3.4. (bd) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Bid Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall may not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessvoluntarily prepaid.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent by the Borrower Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 8:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrowersBorrower 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers shall immediately prepay WC Revolver prepayany Disposition includes the disposition of Borrowing Base Collateral, then the Net Proceeds of such Borrowing Base Collateral shall be applied to the Loans. Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Administrative Agent’s demand or the first Business Day after any Borrower has knowledge thereof repay the outstanding Loans and/or Cash Collateralize the theoutstanding L/C Obligations Obligations, in an aggregate amount equal to such excessexcessamount such that after giving effect to such repayment of Loans or Cash Collateralization of L/C Obligations, Total Outstandings do not exceed the lesser of (A) the Borrowing Base and (B) the Aggregate Commitments; provided, however, that the Borrowers shall not be required to Cash Collateralize the outstanding L/C Obligations pursuant to this Section 2.4(b2.04(b) unless unless, after the prepayment in full of the WC Revolver Loans Loans, the Total WC Revolver Outstandings continue to exceed the Total WC Revolver Commitments then lesser of the Borrowing Base and the Aggregate Commitmentsthen in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penaltypenalty (except as provided in Section 2.09(a)); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two 5:00 p.m. five Business Days prior to any date of prepayment of Eurodollar Rate Loans prepayment; and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 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 Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersLead Borrower, the Borrowers shall make such prepayment prepayment, together with the Term Loan Prepayment Fee (if applicable), and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant . Subject to Section 3.5. Each 2.16, each such prepayment shall be applied to the Term Loans of the Lenders in accordance with their respective Applicable Percentages and the amount of any such Term Loan Prepayment Fee shall be distributed to the lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser sum of (1) the Total WC Revolver Commitments then in effect and (2x) the Borrowing Base at such timeplus (y) the amount of the Term Loan Push-Down Reserve (as and when required under the ABL Intercreditor Agreement to be) maintained against the Revolver Borrowing Base (which shall be determined in good faith), the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Term Loans in an aggregate amount equal to such excess. (c) The Borrowers shall prepay the Term Loans and to the extent required pursuant to the provisions of Section 6.12 hereof; provided, however that any such amounts first, shall be applied to the Revolver Obligations until paid in full, in accordance with the requirements of Section 2.05(d) of the Revolver Credit Agreement and then, second shall be applied to the Obligations hereunder; provided, further, that, notwithstanding the foregoing, no such amounts shall be required to be applied to the Obligations hereunder unless an Event of Default has occurred and is then continuing. (d) Prepayments made pursuant to Section 2.05(b) and (c) above (and in the case of clause (c) above, only if an Event of Default has occurred and is then continuing), first, shall be applied ratably to the outstanding Term Loans; second, shall be applied ratably to any other Obligations that are then due and owing, and, third, the amount remaining, if any, after the application of prepayments pursuant to clauses first through second above shall be remitted to the Lead Borrower.

Prepayments. (a) The Borrowers mayBorrower may from time to time prepay, without penalty or premium, all outstanding ABR Advances, or, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding ABR Advances upon one Business Day’s prior notice to the Administrative Agent. The Borrower may from time to time pay, upon three Business Days’ prior notice to the Administrative Agent, at subject to the payment of any time funding indemnification amounts required by Section 3.6 but without penalty or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that premium, (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date all of prepayment of a Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans Advance, or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (and provided such payment would not reduce the outstanding principal amount of such Eurodollar Advance to less than $500,000 or a whole multiple of $100,000 in excess thereof; and (iii5,000,000) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment portion of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesAdvance. (b) If If, on any date, Borrowing Base Debt exceeds the Borrowing Base, the Borrower shall, no later than one Business Day after such date (unless, for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser avoidance of (1) the Total WC Revolver Commitments then in effect and (2) doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Borrowing Base at on such timeBusiness Day), the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Letter of Credit Obligations in an aggregate amount accordance with this Section 2.6(b) such that (i) Borrowing Base Debt is equal to such excess; provided, however, that or less than the Borrowers shall not Borrowing Base or (ii) all Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be required to Cash Collateralize the L/C Obligations applied in connection with prepayments made pursuant to this Section 2.4(b) unless after 2.6 shall be applied, first, to the prepayment of Loans, and second, if the aggregate principal amount of Loans then outstanding is less than the amount of such prepayments because Letter of Credit Obligations constitute a portion thereof, the Administrative Agent shall deposit the balance of such prepayments in full a cash collateral account established with the Administrative Agent for the benefit of the WC Revolver Lenders on terms and conditions reasonably satisfactory to the Administrative Agent to Cash Collateralize Letter of Credit Obligations. The application of any prepayment of Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (iipursuant to this Section 2.6(b) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition be made, first, to ABR Loans in an aggregate amount equal and, second, to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessEurodollar Loans.

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as follows: (a) The Borrowers may, upon Borrower may (and shall provide notice thereof to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BNew York City time) on the date of prepayment, and the Administrative Agent shall promptly distribute copies thereof to the Lenders), and if such notice is given, the Borrower shall, prepay the outstanding principal amounts of the Loans made as part of the same Borrowing, in whole or ratably in part; provided, however, that each partial prepayment shall be in an aggregate principal amount of Base Rate not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be equal to the total amount of Loans outstanding to the Borrower). (b) On any date on which (i) any termination or Cost optional or mandatory reduction of Funds Rate Loans; the Commitments shall occur pursuant to Section 2.03(a) or (b) or (ii) any prepayment of Eurodollar Rate Loans the Total Outstandings shall be in a principal exceed the aggregate amount of $500,000 the Commitments, the Borrower shall first, pay or a whole multiple prepay the principal outstanding on the Loans and/or all LC Outstandings that represent amounts that have been drawn under Letters of $100,000 Credit but have neither been reimbursed by the Borrower nor converted into ABR Loans, second, if all of the Loans and all of such unreimbursed amounts constituting LC Outstanding shall have been paid in excess thereof; full, provide cash collateral pursuant to the Cash Collateral Agreement, to secure remaining LC Outstandings, and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal third, cause an amount of $500,000 or a whole multiple Letters of $100,000 Credit to be cancelled (if necessary after taking into account the payments and provision of cash collateral in excess thereof orthe immediately preceding clauses), in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such the excess; provided, howeveras applicable, that of (A) the Borrowers shall not be required to Cash Collateralize Total Outstandings over (B) the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full aggregate amount of the WC Revolver sum of the Commitments (following such termination or reduction, if any) and any cash collateral on deposit in the Cash Collateral Account. Any payments and prepayments required by clause “first” of this subsection (b) shall be applied to outstanding ABR Loans up to the Total WC Revolver full amount thereof before they are applied to outstanding Eurodollar Rate Loans. (c) On any date on which (i) the aggregate Dollar Equivalent of all LC Outstandings denominated in euros shall exceed the Total WC Revolver Commitments then in effect; Euro Sublimit, (ii) the Total Acquisition all LC Outstandings at any time denominated in Indian Rupees shall exceed the Total Acquisition Commitments then Indian Rupee Sublimit, or (iii) the aggregate Dollar Equivalent of all LC Outstandings denominated in effect Canadian Dollars shall exceed the Borrowers Canadian Dollar Sublimit, the Borrower shall immediately prepay Acquisition Loans provide cash collateral pursuant to the Cash Collateral Agreement, to secure the LC Outstandings in an aggregate amount equal to the excess, as applicable, of (A)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in euro, over (2) the sum of the Euro Sublimit and, without duplication, such excess; cash collateral, (B)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in Indian Rupees, over (2) the sum of the Indian Rupee Sublimit and, without duplication, such cash collateral or (C)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in Canadian Dollars, over (2) the sum of the Canadian Dollar Sublimit and, without duplication, such cash collateral. (d) Any prepayment pursuant to this Section 5.03 shall be accompanied by (i) accrued interest to the date of such prepayment on the principal amount repaid and (iiiii) in the Total Revolver Outstandings case of prepayments of Eurodollar Rate Loans, any amount payable to the Lenders pursuant to Section 5.04(b). In the event that the Borrower requests the release of any cash collateral pursuant to the terms of the Cash Collateral Agreement and on the date of such request or at any time exceed prior to the Total Revolver Commitments then in effect time of such release, there has become, or there becomes, due and payable any prepayment of any Loans under this Agreement, the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal Borrower hereby directs the Administrative Agent to apply the proceeds of such release of cash collateral to such excessprepayment of such Loans and agrees that any such request is a confirmation of such direction.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Committed Loans of the Lenders Revolving Lenders, in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, in each case, if less, the entire principal amount then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Revolving Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Revolving Loans and Swing Line Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Revolving Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, without regard to whether the conditions set forth in Section 2.03(b) below are satisfied, upon notice to the Administrative AgentLender no later than 11:00 a.m. on the third Business Day prior to the date of such prepayment, at any time or from time to time time, voluntarily prepay Loans the Loan in whole or in part without premium or penaltypart; provided that (i) any such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof 250,000 or, in each case, if less, the entire principal amount thereof of the Loan then outstanding, (ii) no Default or Event of Default may be existing or would occur after giving effect to such voluntary prepayment and (iii) no Collateral Shortfall may exist after giving effect to such prepayment. Each such notice shall be irrevocable and shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount of principal being prepaid. The Borrower shall make such prepayment, and the related prepayment amount specified in such notice shall be due and payable payable, on the date specified therein, subject to the conditions set forth above. (b) The Borrower may, on any Interest Payment Date, without regard to whether the conditions set forth in Section 2.03(a) above are satisfied, upon notice to the Lender no later than 11:00 a.m. on the third Business Day prior to such Interest Payment Date, voluntarily prepay the Loan in whole or in part in an amount selected by the Borrower not to exceed the Scheduled Prepayment Cap; provided that (i) at least two quarterly distributions shall have been paid on the Units on or after August 12, 2011, (ii) the amount of cash in the Reserve Account following such prepayment and after the payment of interest on such Interest Payment Date must equal or exceed the Reserve Amount, (iii) no Default or Event of Default may be existing or would occur after giving effect to such voluntary prepayment and (iv) no Collateral Shortfall may exist after giving effect to such prepayment. Any Each such notice shall be irrevocable and shall specify the Interest Payment Date on which such prepayment will be made and the amount of principal being prepaid. (c) If following the close of trading on any Exchange Day (i) the Closing Price is less than the Trigger Price and (ii) a Collateral Shortfall exists (a “Trigger Event”), the Borrower shall, on or prior to the first Business Day following receipt of notice from the Lender of such Trigger Event, prepay the Loan and/or deliver cash and U.S. Treasuries to the Lender as Collateral pursuant to Section 3(d) of the Security Agreement, in an aggregate amount of prepayments and deliveries sufficient to eliminate the Collateral Shortfall (giving effect to any such prepayment for purposes of calculating the LTV Ratio, but excluding the effect of any such prepayment for purposes of calculating the Maintenance LTV Ratio). (d) If the Free Float Ratio at any time is less than 35% (a “Free Float Event”) the Borrower shall, on or prior to the second Business Day following receipt of notice from the Lender of such Free Float Event, prepay the Loan and/or deliver cash and U.S. Treasuries to the Lender as Collateral pursuant to Section 3(d) of the Security Agreement, in an aggregate amount of prepayments and deliveries sufficient to cause the ratio determined by dividing (x) the Loan Amount less the Cash Collateral Value by (y) the Loan Amount to be less than or equal to the ratio determined by dividing (x) the Free Float Percentage by (y) 35%. (e) If (i) the sum of (x) the Loan Amount less the Cash Collateral Value and (y) the “Loan Amount” less the “Cash Collateral Value” (each as defined in the Other Loan Agreement) exceeds (ii) the AWTV Limit (an “AWTV Deficit”) on any day, the Borrower shall, on or prior to the second Business Day following receipt of notice from the Lender of the occurrence of such AWTV Deficit, prepay the Loan and/or deliver cash and U.S. Treasuries to the Lender as Collateral pursuant to Section 3(d) of the Security Agreement, in an aggregate amount of prepayments and deliveries sufficient to eliminate such AWTV Deficit. (f) Each prepayment of a Eurodollar Rate the Loan shall be accompanied by payment of all accrued interest on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.53.04. Each such In addition, each prepayment of the Loan, other than voluntary prepayments pursuant to Section 2.03(b), shall be applied to the Loans accompanied by payment of the Lenders in accordance with their respective Applicable Percentagesapplicable Make-Whole Amount. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Any Borrower may, upon at least three Business Days’ notice to the Administrative Agent, prepay any ABR Borrowing or Eurocurrency Borrowing in whole at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided in amounts at least equal to the Borrowing Minimum that (i) such notice must be received by are multiples of the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior Borrowing Multiple, together with accrued interest thereon to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) In the Total WC Revolver Outstandings at any time exceed event and on each occasion that the lesser aggregate amount of (1) the Total WC Revolver Commitments then in effect and (2) Revolving Credit Exposures exceeds 105% of the Borrowing Base at such timeaggregate amount of the Commitments, the Borrowers shall immediately promptly prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations Borrowings in an aggregate amount equal to the amount in excess of such excess; providedaggregate amount of the Commitments. The Agent shall promptly notify (a) the Company in the event it determines that any prepayment is required under this paragraph and (b) each Lender of such Lender’s ratable share (if any) of such prepayment. If, howeveron any Reset Date, that the aggregate Revolving Credit Exposures shall exceed 105% of the aggregate amount of the Commitments, then the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans Borrowings in an aggregate amount equal to the amount in excess of such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal of the Commitments not later than the next Business Day following receipt by the Company of a notification from the Agent of the amount payable hereunder. (c) If prepayment of a Eurocurrency Loan occurs other than at the end of an applicable Interest Period, then the prepayment will be subject to compensation in respect to redeployment costs as provided in Section 2.13. Each prepayment under this Section 2.11 shall be applied to prepay ratably the Loans of the several Lenders included in such excessprepaid Borrowings. (d) Upon receipt of a notice of prepayment pursuant to paragraph (a), the Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment and such notice shall not thereafter be revocable by such Borrower.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon; (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to Borrower shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be received by in the Administrative Agent case of prepayment of any Eurodollar Borrowing, 2:00 p.m. (New York time) not later less than 11:00 a.m. three (A3) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans such prepayment, or Cost of Funds Rate Loans; (ii) in the case of any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost Borrowing, 11:00 a.m. on the same day of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such prepaymentnotice, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will 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 ’s Pro Rata Share of any such prepayment. If such notice is given by the Borrowersgiven, 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 prepayment of a Eurodollar Rate Loan shall be accompanied by all designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.11(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 3.52.17. Each such 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 Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Percentagescomprising such Borrowing. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser Revolving Credit Exposure of (1) all Lenders exceeds the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeAggregate Commitment Amount, as reduced pursuant to Section 2.7 or otherwise, the Borrowers Borrower shall immediately prepay WC Revolver repay Swingline Loans and/or Cash Collateralize the L/C Obligations and Revolving Loans in an aggregate amount equal to such excess; provided, howevertogether with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.17. Each prepayment shall be applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. (c) In the event that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed any Borrowing Base Deficiency shall exist, the Total Acquisition Commitments then in effect Borrower shall prepay the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and amounts as shall be necessary so that such Borrowing Base Deficiency is immediately cured. (iiid) In the Total Revolver Outstandings event that at any time exceed the Total Revolver Commitments Borrower or any of its Subsidiaries shall change or modify in any material respect the Investment Objectives without the consent of the Required Lenders, the Borrower shall prepay the Loans then outstanding in effect full, together with accrued interest thereon and all fees and other Obligations of the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessBorrower accrued hereunder.

Prepayments. (a) The Borrowers Subject to Section 4.04, the Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily time, upon not less than four (4) Business Days’ irrevocable notice to the Co-Administrative Agent in the case of Offshore Rate Loans, and not later than 12:00 p.m. (Chicago time) on the prepayment date, in the case of Base Rate Loans, prepay Revolving Loans ratably among the Lenders in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be part, in a principal amount minimum Dollar Equivalent amounts of $500,000 or a whole any Dollar Equivalent multiple of $100,000 in excess thereof; and (iii) any . Such notice of prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid prepayment and whether such Loan being prepaid prepayment is a WC Revolver Loanof Base Rate Loans or Offshore Rate Loans, an Acquisition Loan or a Revolver Loanany combination thereof, and the Applicable Currency. The Such notice shall not thereafter be revocable by the Company and the Co-Administrative Agent will promptly notify each Lender of its receipt of each any such notice, and of the amount of such Lender's Applicable Percentage ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersCompany, 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 prepayment , together, in the case of a Eurodollar Offshore Rate Loan shall be accompanied by all Loans, with accrued interest to each such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages4.04. (b) If for Subject to Section 4.04, if on any reason Computation Date the Co-Administrative Agent shall have determined that the Dollar Equivalent Effective Amount of all Loans then outstanding exceeds the combined Commitments of the Lenders by more than $250,000 due to a change in applicable rates of exchange between Dollars and the Offshore Currency, then the Co-Administrative Agent may and at the direction of the Required Lenders shall give notice to the Company that a prepayment is required under this Section, and the Company agrees thereupon to promptly (ibut in no event later than three (3) the Total WC Revolver Outstandings at any time exceed the lesser Business Days following receipt of (1such notice) the Total WC Revolver Commitments then in make prepayments of Loans such that, after giving effect and (2) the Borrowing Base at to all such timeprepayments, the Borrowers shall immediately prepay WC Revolver Effective Amount of all Loans and/or Cash Collateralize plus the Effective Amount of L/C Obligations in an aggregate amount equal does not exceed the combined Commitments. (c) Subject to such excess; providedSection 4.04, however, that if on any date the Borrowers shall not be required to Cash Collateralize Effective Amount of all Revolving Loans and Swing Line Loans then outstanding plus the Effective Amount of all L/C Obligations pursuant to this Section 2.4(b) unless after exceeds the prepayment in full Aggregate Commitment, the Company shall immediately, and without notice or demand, prepay the outstanding principal amount of the WC Revolver Revolving Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in and L/C Advances by an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such applicable excess.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Federal Funds Rate Loans; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) , the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers Borrower shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iiiii) the Total Revolver Outstandings Outstanding Amount of Federal Funds Rate Loans at any time exceed exceeds $40,000,000, the Total Revolver Commitments then in effect the Borrowers Borrower shall immediately prepay Revolver Federal Funds Rate Loans in an aggregate amount equal to such excess.

Prepayments. (a) If at any time the aggregate outstanding principal amount of Loans exceeds the Borrowing Base (a "Borrowing Base Deficiency"), as determined in the Lender's sole discretion and notified to the Borrower on any Business Day, the Borrower shall no later than two (2) Business Days after receipt of such notice, prepay the Loans in part or in whole to the Lender, such that after giving effect to such prepayment, the aggregate outstanding principal amount of the Loans does not exceed the Borrowing Base. (b) If at any time the aggregate outstanding principal amount of Loans exceeds the Maximum Credit then in effect, the Borrower shall at such time prepay the Loans such that, after giving effect to such prepayment, the aggregate outstanding principal amount of the Loans does not exceed the Maximum Credit then in effect. (c) If at any time the Borrower or NRFC shall receive any net cash proceeds (after giving effect to any deductions for customary commissions, fees and expenses) from any sale or issuance of Capital Stock (the "Net Cash Proceeds"), then (i) in the event the aggregate outstanding principal balance is less than, or equal to, $25,000,000, the Borrower shall apply such Net Cash Proceeds in full to the prepayment of such balance; and (ii) in the event the aggregate outstanding principal balance is greater than $25,000,000, the Borrower shall apply such Net Cash Proceeds (A) to the payment of the first $25,000,000 of the balance of the Loan and (B) to the extent of any remaining Net Cash Proceeds, 50% of such Net Cash Proceeds to the prepayment of any amount in excess of $25,000,000. (d) The Borrowers Borrower may, at any time and from time to time, prepay the Loans, in whole or in part, without premium or penalty, upon notice to the Administrative AgentLender prior to 12:00 noon, New York City time, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that least two (i2) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orthereto, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of prepayment. If any such notice is given, unless the same may be revoked by Borrower prior to 11:00 a.m. on the date of prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required payable pursuant to Section 3.53.04 of this Loan Agreement. Each such prepayment Partial prepayments pursuant to this Section shall be applied a minimum amount, equal to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1x) $250,000 and (y) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full outstanding principal balance of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessLoans.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans shall be in a principal amount of $500,000 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, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000 or any 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 Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, Borrower may at any time or and from time to time voluntarily prepay Loans Loans, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. 12:00 noon, New York City time (A) two or in the case of an Alternative Currency, the Applicable Time), not less than three Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Loans Eurocurrency Loans, and (B) no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid; PROVIDED, that if a Eurocurrency Loan is prepaid and whether on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.12. Upon receipt of any such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepaymentthereof. If any such notice is given by the Borrowersgiven, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment Partial prepayments of Eurocurrency Loans shall be applied to in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency), and partial prepayments of ABR Loans shall be in an aggregate amount that is an integral multiple of the Lenders in accordance with their respective Applicable Percentages$1,000,000 and not less than $5,000,000. Optional prepayments of Term Loans may not be reborrowed. (b) If on the last day of any fiscal quarter of the Borrower for any reason (i) the sum of the Dollar Amount of Total Multicurrency Delayed Draw Term Loans exceeds the Total WC Revolver Outstandings at any time exceed Multicurrency Delayed Draw Term Commitments (or, if the lesser of (1) Multicurrency Delayed Draw Term Commitments have terminated, the Total WC Revolver Multicurrency Delayed Draw Term Commitments then in effect and (2immediately prior to such termination) the Borrowing Base at such timeby more than 5%, the Borrowers Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay WC Revolver the Dollar Delayed Draw Loans and/or Cash Collateralize the L/C Obligations or Multicurrency Delayed Draw Term Loans, as applicable, in an aggregate principal amount at least equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full amount of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon; (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Alternate Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Alternate Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 ’s applicable Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Revolving Loans or the Term Loans, as the case may be, of the Lenders in accordance with their respective Applicable PercentagesRevolving Pro Rata Shares of such Loan. Any voluntary prepayments of the Term Loans shall be made and applied as provided in Section 2.05(i). (b) If for any reason (i) the Total WC Revolver Revolving Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Revolving Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.06(c) unless unless, after the prepayment in full of the WC Revolver Revolving Loans referred to in the preceding clause, the Total WC Revolver Revolving Outstandings exceed the Total WC Revolver Commitments Aggregate Revolving Commitment then in effect; . (iic) Concurrently with the Total Acquisition Outstandings at receipt of Net Cash Proceeds from the issuance by the Borrower or any time exceed of its Subsidiaries of any Indebtedness pursuant to Section 7.03(g), the Total Acquisition Commitments then in effect Borrower shall prepay the Borrowers shall immediately prepay Acquisition Loans in an aggregate principal amount of 100% of such Net Cash Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 2.06(g). (d) Concurrently with the receipt of Net Cash Proceeds from the Disposition by the Borrower or any of its Subsidiaries pursuant to Section 7.05(g), the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such excessNet Cash Proceeds (or, if appropriate, 100% of the Net Cash Proceeds that remain after deducting any amount reinvested by the Borrower or any of its Subsidiaries during the 120-day period described in Section 7.05(g)); provided, however, the Borrower shall not be required to prepay the Loans for any amounts up to $2,000,000 that are released to WaterSecure Holding, Inc., a Delaware corporation and wholly-owned subsidiary of Borrower, from escrow related to the WaterSecure Disposition. Each such mandatory prepayment shall be made and applied as provided in Section 2.06(g). (e) Concurrently with the receipt of Net Equity Proceeds from any Equity Issuance by the Borrower or any of its Subsidiaries other than (a) any Equity Issuance permitted under clauses (a), (b), (d) and (f) of Section 7.16 and (b) other Equity Issuances from which the aggregate Net Equity Proceeds for all such Equity Issuances do not exceed $15,000,000, the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Equity Proceeds. Each such mandatory prepayment shall be made and applied as provided in Section 2.06(g). (f) The Borrower shall make mandatory prepayments of the Loans in an amount equal to 100% of the Net Recovery Proceeds of any Recovery Event or Extraordinary Receipt; provided, however, in the event the Borrower or one of its Subsidiaries receives Net Recovery Proceeds on account of a Recovery Event, (A) the Borrower or such Subsidiary may apply such proceeds to the purchase price of replacement property or other property used by the Borrower or its Subsidiaries in its line of business within 180 days of such Recovery Event to the extent required pursuant to Section 7.05(g). Each such mandatory prepayment shall be made and applied as provided in Section 2.06(g). (g) Any mandatory prepayment required pursuant to Section 2.06(c), (d), (e) or (f) and any such mandatory prepayment or voluntary prepayment of Term Loans made pursuant to Section 2.06(a) shall (i) in addition 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 first to any Term Loans outstanding, (A) pro rata, in the Total Revolver Outstandings at case of a voluntary prepayment pursuant to Section 2.06(a), to all of the unpaid scheduled installments and (B) in the inverse order of maturity, in the case of any time exceed mandatory prepayment pursuant to Section 2.06(c), (d), (e) or (f), and, second, if no Term Loans are outstanding, then to the Total Revolver Commitments then Revolving Loans, and, third, if the Revolving Loans have been repaid in effect full, to Cash Collateralize the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessL/C Obligations.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect. (c) Any Extraordinary Receipts shall be immediately applied as a mandatory prepayment on the Loans; (iiprovided, however, that prepayments under this Section 2.05(d) shall not be required until the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and of unapplied Extraordinary Receipts exceeds $5,000,000. (iiid) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an The aggregate amount equal to of all prepayments under Section 2.05(c) in excess of $20,000,000 shall reduce the Aggregate Commitments by the amount of such excess.

Prepayments. (ai) The Borrowers Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty (other than as set forth in Section 2.08(b) and (c) hereof); provided that (ix) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (iiy) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding or such lesser amount as is acceptable to the Agent; and (z) no portion of the Tranche A-1 Term Loan shall be prepaid unless and until the Tranche A Term Loan and all outstanding Revolving Loans have been paid in full; provided further, that any prepayment of the Tranche A-1 Term Loans made on or prior to the first anniversary of the Third Restatement Date shall be subject to Section 2.08(b). Each such notice shall specify the date and amount of such prepayment, whether the Tranche A Term Loan, Tranche A-1 Term Loan or Revolving Loans are to be prepaid, and the Type(s) of Loans to be prepaid and whether and, if LIBOR Rate Loans, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. 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. If such notice is given by the BorrowersBorrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, except that, to the extent delivered in connection with a full or partial refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment shall be applied to the Revolving Loans of, or portion of the Tranche A Term Loan or Tranche A-1 Term Loan, as applicable, held by, as applicable, the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon irrevocable notice from the Borrower to the Swing Line Lender (with a copy to the 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 such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied except that, to the Loans extent delivered in connection with a full or partial refinancing of the Lenders in accordance with their respective Applicable PercentagesObligations, such notice shall not be irrevocable until such refinancing is closed and funded. (b) If for In connection with any reason Disposition of any Intellectual Property or related assets of the Borrower or its Subsidiaries, the Borrower shall prepay the Loans in an amount equal to the LTV Percentage of the orderly liquidation value of such assets as determined by the most recent appraisal of such Intellectual Property or related assets undertaken by the Agent with respect thereto; provided that if an Event of Default has occurred and is continuing, the Borrower shall prepay the Loans in an amount equal to 100% of the orderly liquidation value of such assets as determined by the most recent appraisal of such Intellectual Property or related assets undertaken by the Agent with respect thereto. (c) In connection with (i) any Disposition of any Collateral (other than Permitted Dispositions of the Total WC Revolver Outstandings type referred to in clauses (d), (e) and (f) of the definition thereof and other than with respect to Dispositions of Intellectual Property as set forth in clause (b) above), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Proceeds from the Disposition of such Collateral; provided however, that the Borrower shall have the right to reinvest such Net Proceeds, if such Net Proceeds are reinvested (or committed to be reinvested) or used to consummate an Acquisition of the type described in clause (ii)(a) of the definition of “Permitted Acquisition”, in each case, within 365 days and, if so committed to be reinvested or to consummate such Permitted Acquisition, so long as such reinvestment or Permitted Acquisition is actually completed within 180 days thereafter and (ii) subject to the provisions of Section 2.04(g) below, the receipt of proceeds of any MSLO Key Man Policy, the Borrower shall prepay the Loans in an amount equal to 100% of the Net Proceeds from such receipt. (d) If at any time exceed the outstanding principal amount of the Tranche A-1 Term Loan is greater than ten (10%) percent of the Realizable Orderly Liquidation Value, the Borrower shall (i) so long as the Obligations have not been accelerated pursuant to Section 8.02 prepay the Obligations in the amount of such excess as set forth in clause (f) below, and (ii) at any time when the Obligations have been accelerated pursuant to Section 8.02, prepay the Obligations as set forth in Section 8.03. (e) The Borrower shall prepay the Loans to the extent required pursuant to the provisions of Section 6.12 hereof. (f) Prepayments made to the Tranche A Term Loan pursuant to this Section 2.04 shall be applied, ratably, to the remaining scheduled installments of principal in respect of the Tranche A Term Loan in the inverse order of maturity. Prepayments made to the Tranche A-1 Term Loan pursuant to this Section 2.04 shall be applied, ratably, to the remaining scheduled installments of principal in respect of the Tranche A-1 Term Loan in the inverse order of maturity. Prepayments made pursuant to Section 2.04(b), and (c)(i) above, shall be applied, first, ratably, to the Tranche A Term Loan, second, to any outstanding Swing Line Loans, third, ratably, to the outstanding Revolving Loans, and fourth, ratably, to the Tranche A-1 Term Loan. At any time that any portion of the Tranche A-1 Loan is outstanding, repayments made pursuant to Section 2.04(c)(ii) above, shall be applied, first, ratably, to the Tranche A Term Loan in an amount equal to the lesser of (1x) the Total WC Revolver Commitments then in effect aggregate amount of the Tranche A Term Loan outstanding and (2y) $20,000,000, second, ratably, to the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations Tranche A-1 Term Loan in an aggregate amount equal to such excess; providedthe lesser of (x) the aggregate amount of the Tranche A-1 Term Loan outstanding and (y) $20,000,000, howeverthird, to the Second Lien Facility in accordance with the provisions of Section 2.04(g)(i) below, fourth, ratably, to any portion of the Tranche A Term Loan not repaid pursuant to first above, fifth, ratably, to any portion of the Tranche A-1 Term Loan not repaid pursuant to second above, sixth, to any outstanding Swing Line Loans, and seventh, ratably, to the outstanding Revolving Loans. At any time that the Borrowers Tranche A-1 Loan has been repaid in full and no portion thereof is outstanding, repayments made pursuant to Section 2.04(c)(ii) above, shall be applied, first, ratably, to the Tranche A Term Loan in an amount equal to the lesser of (x) the aggregate amount of the Tranche A Term Loan outstanding and (y) $35,000,000, second, to the Second Lien Facility in accordance with the provisions of Section 2.04(g)(ii) below, third, ratably, to any portion of the Tranche A Term Loan not repaid pursuant to first above, fourth, to any outstanding Swing Line Loans, and fifth, ratably, to the outstanding Revolving Loans. Prepayments made pursuant to Section 2.04(a)(ii) and (e) above, shall be applied, first, to any outstanding Swing Line Loans, second, ratably, to the outstanding Revolving Loans, third, solely after the occurrence and during the continuance of an Event of Default, ratably, to the Tranche A Term Loan, and fourth, solely, after the occurrence and during the continuance of an Event of Default, ratably, to the Tranche A-1 Term Loan. Prepayments made pursuant to Section 2.04(d) above, shall be applied, ratably, to the Tranche A-1 Term Loan. (g) If at the time that any prepayment would be required to Cash Collateralize the L/C Obligations hereunder pursuant to this the provisions of Section 2.4(b2.04(c)(ii) unless after above, the Borrower is required, pursuant to the terms of the Second Lien Credit Agreement, to prepay or offer to prepay the Second Lien Facility with the Net Proceeds of any MSLO Key Man Policy, then the Borrower may: (i) at any time that any portion of the Tranche A-1 Loan is outstanding, upon the repayment of the Tranche A Term Loan in an amount equal to the lesser of (x) the aggregate amount of the Tranche A Term Loan outstanding and (y) $20,000,000, and the repayment of the Tranche A-1 Term Loan in an amount equal to the lesser of (x) the aggregate amount of the Tranche A-1 Term Loan outstanding and (y) $20,000,000, in each case in accordance with the provisions of Section 2.04(f) above, apply an amount not to exceed $10,000,000 to the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effectSecond Lien Facility; and (ii) the Total Acquisition Outstandings at any time exceed that the Total Acquisition Commitments then Tranche A-1 Loan has been repaid in effect full and no portion thereof is outstanding, upon the Borrowers shall immediately prepay Acquisition Loans repayment of the Tranche A Term Loan in an aggregate amount equal to such excess; the lesser of (x) the aggregate amount of the Tranche A Term Loan outstanding and (iiiy) $35,000,000 in accordance with the Total Revolver Outstandings at any time provisions of Section 2.04(f) above, apply an amount not to exceed $15,000,000 to the Total Revolver Commitments then in effect prepayment of the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessSecond Lien Facility.

Prepayments. (a) The Borrowers No Borrower shall have any right to prepay any Contract Advances except in accordance with subsections(b) and (c), below. No Borrower shall have any right to prepay any Competitive Advance except as required by subsection (c), below. (b) Any Borrower may, (i)in the case of Eurodollar Rate Advances, upon at least three Business Day's written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that Agent (i) such notice must be received by being irrevocable) and (ii)in the Administrative Agent case of Base Rate Advances, upon notice not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of the proposed prepayment of Base Rate Loans or Cost of Funds Rate Loans; to the Administrative Agent (ii) any prepayment of Eurodollar Rate Loans shall be in a such notice being irrevocable), stating the proposed date and aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If if such notice is given by given, such Borrower shall, prepay Contract Advances comprising part of the Borrowerssame Borrowing, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidwhole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any additional amounts required owing in connection therewith pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess4.03(d); provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. (c) If at any time, the aggregate principal amount of Advances outstanding shall exceed the Total Commitment, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment forthwith prepay Advances in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate a principal amount equal to such excess; and (iii) the Total Revolver Outstandings . If at any time time, the aggregate principal amount of Advances outstanding to any Borrower shall exceed the Total Revolver Commitments then Borrower Sublimit of such Borrower, such Borrower shall forthwith prepay Advances in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate a principal amount equal to such excess. All prepayments pursuant to this subsection (c) shall be effected first, from outstanding Contract Advances comprising part of the same Borrowing or Borrowings, second from outstanding Eurodollar Competitive Advances and third from outstanding Fixed Rate Competitive Advances, and shall be accompanied by payment of accrued interest to the date of such prepayment on the principal amount prepaid and any amounts owing in connection therewith pursuant to Section 4.03(d); provided, however, that any holder of a Competitive Advance may waive prepayment of such Competitive Advance, and such waiver shall be binding on the other Lenders.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m., Seattle time, (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans Committed Loans, and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 10,000 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 and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 prepayment of a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay any Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 8:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 50,000 or a whole multiple of $100,000 50,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 50,000 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 of prepayment and amount of such prepayment, prepayment and the Type(s) Types of Revolving Credit Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 ’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the prepayment date specified therein. Any prepayment of a Eurodollar Rate Revolving Credit Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers shall immediately prepay WC Revolver Revolving Credit Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, howeverany such prepayment to be applied to the applicable Commitments which have been exceeded (in accordance with each Lender’s Pro Rata Share thereof) in such order as Administrative Agent may determine in its Sole Discretion. (c) If for any reason the Adjusted Leverage Ratio for any Reference Period exceeds the applicable ratio set forth in Section 14.01, that the Borrowers shall not be required to Cash Collateralize prepay, on or before the L/C Obligations pursuant to this Section 2.4(bdate which is thirty (30) unless days after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition date such excess is determined, Revolving Credit Loans in an aggregate amount equal to an amount which would bring the Adjusted Leverage Ratio in compliance with Section 14.01, any such excess; and prepayment to be applied to the Revolving Credit Loans (iiiin accordance with each Lender’s Pro Rata Share thereof) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans such order as Administrative Agent may determine in an aggregate amount equal to such excess.its Sole Discretion

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Term Loans, as the case may be, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m., New York time, (A) two three Business Days prior to any date of prepayment of Fixed Period Eurodollar Rate Loans Loans, and (B) on the one Business Day prior to any date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $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 $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Committed Loans or Term Loans, as the case may be, of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings Outstanding Amount of all Loans at any time exceed exceeds the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) , the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers Borrower shall immediately prepay Acquisition its Loans in an aggregate amount equal to such excess; and (iii) . In addition, upon each increase in the Total Revolver Outstandings at any time Other Commitment pursuant to Section 2.16 of the Other Credit Agreement, the Borrower shall borrow an amount thereunder, not to exceed the Total Revolver Commitments then amount of such increase, on or within three Business Days (as such term is defined in the Other Credit Agreement) following the effective date of such increase (or such later date as the Administrative Agent (as such term is defined in the Other Agreement) shall agree) and shall apply the proceeds thereof so that after giving effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessborrowing and application of proceeds, the Aggregate Commitment Utilization Percentage and the Other Commitment Utilization Percentage shall be substantially the same, unless the Lenders have otherwise agreed.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative AgentProcessing Agent pursuant to delivery to the Administrative Processing Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Processing Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (Band(B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $500,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans shall be in a principal amount of $500,000 2,000,000 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 date, amount and amount currency of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and whether and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. The Administrative Processing 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. If such notice is given by the BorrowersBorrower, 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 prepayment of a Eurodollar Rate any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Voluntary prepayments of Converted Term Loans may not be reborrowed. (b) [reserved]. (c) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) , the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers Borrower shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, may prepay (without premium or penalty) Tranche A Base Rate Loans upon not less than five Business Days' prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be not less than $500,000 and shall be in whole or in part without premium or penalty; provided that (ian integral multiple of $100,000) such notice must and shall be received irrevocable and effective only upon receipt by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) Agent, provided that interest on the date of principal prepaid, accrued to the prepayment of date, shall be paid on the prepayment date. The Borrowers may only prepay Tranche B Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Tranche C Base Rate Loans or Cost concurrently with reductions of Funds the Tranche A Loan Commitments in accordance with Section 2.3(b) hereof, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. Fixed Rate Loans shall may not be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of prepaid unless all payments required under Section 5.5 hereof are made concurrently with such prepayment, the Type(s) of Loans to but there shall be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan no other premium or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of penalty in connection with such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for If, after giving effect to any reason (i) termination or reduction of the Total WC Revolver Outstandings at any time exceed Tranche A Loan Commitments pursuant to Section 2.3 hereof, the lesser outstanding aggregate principal amount of (1) the Total WC Revolver Commitments then in effect and (2) Tranche A Loans exceeds the Borrowing Base at such timeaggregate amount of the Tranche A Loan Commitments, the Borrowers shall immediately pay or prepay WC Revolver the Tranche A Loans and/or Cash Collateralize on the L/C Obligations date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest thereon and commitment fees accrued to the date of such excess; provided, however, that payment or prepayment and any amounts payable (in the Borrowers shall not be required case of Fixed Rate Loans) pursuant to Cash Collateralize the L/C Obligations Section 5.5 hereof in connection therewith. Each prepayment pursuant to this Section 2.4(b2.9(b) unless after the prepayment in full of the WC Revolver shall be applied first to any outstanding Tranche A Base Rate Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect and thereafter to such outstanding Tranche A Fixed Rate Loans as the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and designate (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect or, if the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal fail to so designate, to such excessoutstanding Tranche A Fixed Rate Loans as the Arranging Agents shall determine in their sole discretion).

Prepayments. (a) The Borrowers may, upon Borrower may prepay the ABR Loans by giving prior notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that Agent (iwhich shall promptly notify the Lenders) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) New York time on the date day of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch prepayment, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the prepayment date (which shall be a Business Day) and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given the prepayment (which shall be at least $250,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the BorrowersAgent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued provided that interest on the amount principal prepaid, together with any additional amounts required pursuant accrued to Section 3.5. Each such the prepayment date, shall be applied paid on the prepayment date. The Borrower may prepay Eurodollar Loans upon not less than three (3) Business Day's prior notice to the Loans Agent (which shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the Lenders in accordance with their respective Applicable Percentagesprepayment (which shall be at least $1,000,000) and shall be irrevocable and effective only upon receipt by the Agent, provided that interest and all other sums required to be paid under Section 5.05, if any, shall be paid on the prepayment date. (b) If for If, after giving effect to any reason termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(b), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, the Borrower shall immediately (i) prepay the Total WC Revolver Outstandings at any time exceed Loans on the lesser date of (1) such termination or reduction in an aggregate principal amount equal to the Total WC Revolver Commitments then in effect excess, together with interest on the principal amount paid accrued to the date of such prepayment and (2ii) if any excess remains after prepaying all of the Loans, pay to the Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b). (c) Upon any redetermination of the amount of the Borrowing Base at such timein accordance with Section 2.08 or adjustment in accordance with Sections 8.08(c) or 9.12, if the Borrowers redetermined or adjusted Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount within ninety (90) days of receipt of written notice thereof: (i) provide additional collateral with value equal to such excess; provided, however, that which collateral shall be satisfactory to the Borrowers shall not be required Required Lenders and subject to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full a Lien of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; Security Instruments, (ii) prepay the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal aggregate (d) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of Eurodollar Loans. Any prepayment may be reborrowed subject to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excesseffective Aggregate Commitments.

Prepayments. (a) The Borrowers mayCompany may on the last day of an Interest Period if the Loans to be repaid are Adjusted Libor Loans, or at any time and from time to time if the Loans to be repaid are Prime Rate Loans, repay the then outstanding Loans, in whole or in part, without premium or penalty, except as provided in Section 3.08, upon written notice to the Administrative Agent, at any time Agent (or from time to time voluntarily prepay Loans telephonic notice promptly confirmed in whole or in part without premium or penalty; provided that (iwriting) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two New York, New York time, three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on before the date of prepayment with respect to prepayments of Base Adjusted Libor Loans, or 11:00 a.m. New York, New York time one Business Day before the date of prepayment with respect to Prime Rate Loans. Each notice shall be irrevocable and shall specify the date and amount of repayment and whether such repayment is of Adjusted Libor Loans or Prime Rate Loans or Cost a combination thereof, and if a combination thereof, the amount of Funds Rate Loans; repayment allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Companies shall make such repayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein. Each partial prepayment pursuant to this Section 3.03 of (iix) any prepayment of Eurodollar Prime Rate Loans shall be in a principal amount of $500,000 or a whole multiple multiples of $100,000 in excess thereof; thereof and (iiiy) any prepayment of Base Rate Loans or Cost of Funds Rate Adjusted LIBOR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple multiples of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesthereof. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser Each prepayment of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations principal of a Loan pursuant to this Section 2.4(b3.03 shall be accompanied by accrued interest to the date prepaid on the amount prepaid. Unless directed by the Companies pursuant to Section 3.03(a) unless after partial prepayments of any Loan shall be applied first to outstanding Prime Rate Loans and then to Adjusted Libor Loans having the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessshortest remaining Interest Periods.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative AgentLender, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided provided, that (i) such notice must be received by the Administrative Agent Lender not later than 11:00 a.m. (A) two (2) Business Days prior to any date of prepayment of Eurodollar LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar LIBO Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loanand, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeif LIBO Rate Loans, and of the amount Interest Period(s) of such Lender's Applicable Percentage of such prepaymentLoans. If such notice is given by the BorrowersLead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages3.05. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments Loan Cap as then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers shall immediately prepay WC Revolver the 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 2.4(b2.04(b) unless unless, after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments Loan Cap as then in effect; . (iic) After the Total Acquisition Outstandings at any time exceed occurrence and during the Total Acquisition Commitments then in effect continuance of a Cash Dominion Event, the Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations with proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section 6.13 hereof. (d) The Borrowers shall immediately prepay Acquisition the Loans in an aggregate amount equal to such excess; the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing, and, if an Event of Default has occurred and is continuing, apply any remaining Net Proceeds to the Cash Collateralization of the L/C Obligations. (e) Prepayments made pursuant to Section 2.04(b), (c) and (iiid) above, first, shall be applied ratably to the Total Revolver Outstandings outstanding Loans, second, shall be used to Cash Collateralize the remaining L/C Obligations if an Event of Default has occurred and is continuing, and, third, the amount remaining, if any, after the prepayment in full of Loans outstanding at any such time exceed and the Total Revolver Commitments then Cash Collateralization of the remaining L/C Obligations in effect full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall immediately prepay Revolver Loans in an aggregate amount equal be applied (without any further action by or notice to such excessor from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lender, as applicable.

Prepayments. (a) The Borrowers may, upon notice Borrower shall have no right to prepay the Administrative Agent, principal amount of any Revolving Credit Loan or any Swing Loan other than as provided in this Section 2.7. (b) The Borrower may at any time or from time to time voluntarily prepay the outstanding principal amount of the Swing Loans in whole or ratably in part without premium or penalty; provided that part. (i) such The Borrower may at any time prepay the outstanding principal amount of the Loans in whole or ratably in part with the proceeds of Collateral. (ii) The Borrower may, upon at least one Business Day's prior notice must be received by to the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any stating the proposed date of prepayment the prepayment, prepay the outstanding principal amount of Eurodollar Rate the Loans and in whole (B) on together with accrued interest to the date of prepayment such prepayment) or ratably in part. Upon the giving of Base Rate Loans or Cost such notice of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a prepayment, the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate the Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans specified to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified therein. for each such prepayment. (iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Loans comprising part of the same Borrowing and Swing Loans equal to the amount by which (A) (I) the sum of the aggregate principal amount of Revolving Credit Loans, Letter of Credit Obligations and Swing Loans then outstanding minus (II) the aggregate amount then on deposit in the Concentration Account, the Investment Account and the L/C Cash Collateral Account exceeds (B) the lesser of the Revolving Credit Commitments and the Borrowing Base. (iv) Any prepayment of a made pursuant to this Section 2.7(c) shall be applied first to the Swing Loans outstanding and, if no Swing Loans are outstanding, then, to the Revolving Credit Loans outstanding. If (A) the only Loans outstanding are Eurodollar Rate Loan shall be accompanied by all accrued interest on Loans, (B) there are no Letter of Credit Obligations immediately due and payable, (C) the amount prepaidapplication of such immediately available funds will cause the Borrower to incur an obligation under Section 10.4 and (D) there is no Default or Event of Default then continuing, together with any additional amounts required pursuant to Section 3.5. Each then such prepayment shall be applied to deposited into the Loans Investment Account and shall be retained therein until one of the Lenders conditions set forth in accordance with their respective Applicable Percentages. clauses (bA) If for any reason through (iD) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then are no longer met, in effect and (2) the Borrowing Base at which case such time, the Borrowers funds shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations be applied as provided in an aggregate amount equal to such excessthis Section 2.7(c); provided, however, that at any time the Borrowers only condition not met is the condition specified in clause (B), then such funds shall not be required applied to Cash Collateralize fund the L/C Cash Collateral Account. (d) All immediately available funds in the Concentration Account shall be applied on the date on which they are immediately available first to the outstanding principal amount of the Swing Loans, next to the outstanding principal amount of the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations), as more fully described in Section 5 of the Cash Collateral Account Agreement. Thereafter, the Borrower may direct the disposition of any funds remaining in the Concentration Account and the Investment Account; provided that, if a Default or an Event of Default shall have occurred and be continuing, then such funds in the Concentration Account and the Investment Account shall be used to cash collateralize the Letter of Credit Obligations, and thereafter, the Borrower shall direct the disposition of such remaining funds. After the occurrence of a Cash Release Condition and until the occurrence of a Cash Release Condition Unwind, the Borrower may direct the disposition of any funds in the Concentration Account and the Investment Account. (e) All proceeds of Collateral received by the Secured Parties after the giving of notice to the Borrower pursuant to this Section 2.4(bclause (i) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; or (ii) of the Total Acquisition Outstandings at first sentence of Section 8.2 shall be applied first to fund the L/C Cash Collateral Account, and if the L/C Cash Collateral Account has been fully funded pursuant to Section 8.3, to repay any time exceed Swing Loans then outstanding together with accrued interest thereon, and if no Swing Loans or accrued interest are outstanding, ratably, to repay all other Loans outstanding together with accrued interest thereon, and if no such Loans or accrued interest are outstanding, then to repay the Total Acquisition Commitments then Secured Parties, ratably, in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessrespect of all other Obligations hereunder.

Prepayments. (a) The Borrowers maymay prior to a Cash Dominion Event, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans in whole or in part without premium or penaltytogether with any applicable Prepayment Premium required by Section 2.09(b); provided that provided, that, (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans prepayment; and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any such notice shall specify the amount of such prepayment of Eurodollar Rate the Term Loans to be prepaid, which shall be in a principal minimum amount of $500,000 2,500,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersLead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, prepaid together with any additional amounts applicable Prepayment Premium required pursuant to by Section 3.52.09(b). Each such prepayment shall be applied to the Term Loans of the Lenders in accordance with their respective Applicable PercentagesPercentage, and shall be applied to the scheduled principal installments on a pro rata basis. (b) If for any reason [Reserved]. (ic) [Reserved]. (d) [Reserved]. (e) [Reserved] (f) [Reserved]. (g) Subject to the Total WC Revolver Outstandings at any time exceed terms of the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeIntercreditor Agreement, the Borrowers shall immediately prepay WC Revolver the Term Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; providedthe Net Proceeds received by a Loan Party on account of a Prepayment Event, however, that unless the Borrowers shall not be Net Proceeds therefrom are required to Cash Collateralize be paid to the L/C Obligations holder of a Lien on such property or asset having priority over the Lien of the Administrative Agent and no Net Proceeds remain after such application. (h) The Lead Borrower shall cause any Foreign Subsidiary which sells any licenses or otherwise makes any Disposition of Intellectual Property (excluding the receipt of royalties in respect of the lease or license of Intellectual Property) to pay 100% of the Net Proceeds of such Disposition (excluding the receipt of royalties in respect of the lease or license of Intellectual Property) to the Administrative Agent as a mandatory prepayment. (i) [Reserved]. (j) Subject to the terms of the Intercreditor Agreement, prepayments made pursuant to this Prepayment Events shall be applied first, to the outstanding ABL Loans (and any ABL Debt then due and payable) in the event that such prepayment arises from a Disposition of, or Extraordinary Receipts with respect to, ABL Priority Collateral (without a permanent reduction in the Commitments (as defined in the ABL Loan Agreement)) and second, to the Obligations, and to the extent any prepayments are made pursuant to Prepayment Events that arise from a Disposition of, or Extraordinary Receipts with respect to Term Priority Collateral, such proceeds shall be applied first, to the Obligations and second, to the outstanding ABL Loans and ABL Debt. (k) All amounts prepaid pursuant to Section 2.4(b2.05(g), (h) unless after and (k) shall be applied to scheduled principal installments of the Obligations in the inverse order of maturity to reduce the outstanding principal balance of the Term Loans and shall be accompanied by the amount of the Prepayment Premium (if any) required pursuant to Section 2.09(b) and all accrued interest on the amount prepaid and, in the case of a prepayment in full full, all other Obligations then due and owing. Each such prepayment shall be applied to the Term Loans of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then Lenders in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessaccordance with their respective Applicable Percentage.

Prepayments. (a) The Borrowers Borrower may, upon on the same Business Day's notice to the Administrative Agent, if such notice is made by 11:00 a.m. (New York, New York time) on such Business Day, prepay any Group of Adjusted Base Rate Loans, in whole at any time time, or from time to time voluntarily prepay Loans in whole or in part without premium in amounts aggregating Ten Million Dollars ($10,000,000) or penalty; provided that any larger multiple of One Million Dollars (i) such notice must $1,000,000), by paying the principal amount to be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior prepaid together with accrued interest thereon to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such optional prepayment shall be applied to prepay ratably the Loans of the Lenders several Banks included in accordance such Group or Borrowing. The Borrower may, upon at least two (2) Business Days' notice to the Administrative Agent, prepay any Eurodollar Loan as of the last day of the Interest Period applicable thereto. Except as provided in Article X and except with their respective Applicable Percentages. respect to any Eurodollar Loan which has been converted to an Adjusted Base Rate Loan pursuant to Section 10.2, 10.3 or 10.4, the Borrower may not prepay all or any portion of the principal amount of any Eurodollar Loan prior to the end of the Interest Period applicable thereto unless the Borrower shall also pay any applicable expenses pursuant to Section 2.10. Any such prepayment shall be upon at least two (b2) If Business Days' notice to the Administrative Agent (the "Prepayment Notice"). Each such optional prepayment shall be in the amounts set forth in Section 2.8(a) and shall be applied to prepay ratably the Loans of the Banks included in any Group of Eurodollar Loans, as designated in the applicable Prepayment Notice, except that any Eurodollar Loan which has been converted to an Adjusted Base Rate Loan pursuant to Section 10.2, 10.3 or 10.4 may be prepaid without ratable payment of the other Loans in such Group of Loans which have not been so converted. If, at any time, Net Proceeds are received from any source and in any amount, then, simultaneously therewith (or as soon thereafter as is reasonably practicable but not, in any event, more than two (2) Business Days), Borrower shall repay the outstanding Obligations with such Net Proceeds in an amount equal to the lesser of (x) the aggregate Net Proceeds and (y) the outstanding Obligations. Net Proceeds shall be payable as and when the Net Proceeds derived from one or more transactions equal or exceed an aggregate amount of $10,000,000. Borrower shall be permitted to designate which Loans, if any, are to be repaid with any such Net Proceeds. Borrower shall deliver notice if required and to the extent provided for any reason in the definition of "Net Proceeds" set forth in Section 1.1 herein. Borrower shall repay the Loans in full upon the earlier of (i) the Total WC Revolver Outstandings Maturity Date and (ii) an Event of Default as set forth in Article VIII herein. The Borrower may at any time exceed and from time to time cancel all or any part of the lesser Commitments by the delivery to the Administrative Agent of (1a notice of cancellation within the applicable time periods set forth in Sections 2.9(a) the Total WC Revolver Commitments then in effect and (2b), whereupon, in such event, Borrower shall prepay, as applicable, all or such portion of Loans outstanding on such date in accordance with the requirements of Section 2.9(a) and (b), Borrower shall be permitted to designate in its notice of cancellation which Loans, if any, are to be prepaid. In the Borrowing Base at such timeevent Borrower receives Net Proceeds prior to the Closing Date, the Borrowers Commitments shall immediately prepay WC Revolver Loans and/or Cash Collateralize be reduced and canceled by the L/C Obligations in an aggregate amount equal of such Net Proceeds, whereupon, all or such portion of the Commitments, as applicable, shall terminate as to such excess; providedthe Banks, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pro rata. Any amounts so prepaid pursuant to this Section 2.4(b) unless after 2.8 may not be reborrowed. In the prepayment in full event Borrower elects to cancel all or any portion of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal pursuant to this Section 2.8, such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessamounts may not be reborrowed.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, If at any time the aggregate outstanding principal amount of the Loans exceeds the Loan Limit, Borrower shall, within two Business Days after Lender’s written demand, prepay the Loans and/or provide additional Collateral consisting of Cash or Alesco Funding Securities or such other Collateral as may be mutually agreed upon by Borrower and Lender having a Value sufficient to eliminate such excess, provided that if the aggregate outstanding principal amount of the Loans exceeds the Commitment, Borrower shall immediately prepay the Loans by an amount at least equal to such excess. (b) Borrower shall not permit any Utilization Period to exceed one hundred and twenty (120) days. Accordingly Borrower shall prepay all outstanding Loans and all accrued interest thereon on the 120th day of each Utilization Period (such a prepayment herein called a “Cleanup Payment”) and shall not make any borrowing hereunder for four consecutive Business Days following such prepayment. (c) Borrower may at any time and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon prior notice to Lender (i) such which notice must be received by the Administrative Agent not later than Lender prior to 11:00 a.m. (A) two Business Days prior to any date of the prepayment of Eurodollar Rate Loans and (Bdate) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment, prepayment and the Type(s) Type of Loans Loan to be prepaid and whether such prepaid; provided that each prepayment of a Eurodollar Loan being prepaid is on a WC Revolver Loan, day other than the last day of an Acquisition Loan or a Revolver LoanInterest Period shall require the payment of all amounts payable by Borrower pursuant to Section 3.04. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If Any such notice is given by the Borrowersshall be irrevocable, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all specified, together with accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of principal shall be in an amount of $500,000 or a whole multiple of $100,000 in excess thereof. (d) Partial prepayments of the Loans shall be applied first to Base Rate Loans and then to Eurodollar Loans in such order as will minimize the amount payable by Borrower pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages3.04. (be) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser Together with each mandatory or optional prepayment of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at principal hereunder, Borrower shall also prepay all interest accrued on such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessprepaid.

Prepayments. Notwithstanding anything to the contrary contained in this Note, the Borrower may prepay the amounts outstanding hereunder pursuant to the following terms and conditions: (a) The Borrowers mayAt any time during the period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, upon the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Administrative AgentHolder of the Note to prepay the outstanding Note (principal and accrued interest), at any time or from time in full by making a payment to time voluntarily prepay Loans the Holder of an amount in whole or in part without premium or penalty; provided that (i) such notice must be received cash equal to 120%, multiplied by the Administrative Agent not later than 11:00 a.m. sum of: (Aw) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a then outstanding principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; this Note plus (x) accrued and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a unpaid interest on the unpaid principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each casethis Note plus (y) Default Interest, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesany. (b) If for At any reason time during the period beginning the day which is ninety one (i91) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in cash equal to 130%, multiplied by the sum of: (w) the Total WC Revolver Outstandings then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default Interest, if any. (c) After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment. (d) Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at any time exceed the lesser of its registered addresses and shall state: (1) that the Total WC Revolver Commitments then in effect Borrower is exercising its right to prepay the Note, and (2) the Borrowing Base at such timedate of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrowers Borrower shall immediately make payment of the applicable prepayment amount to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations Note pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess2.

Prepayments. (a) (i) The Borrowers may, upon notice to the Administrative Agent, Borrower may at any time or and from time to time voluntarily prepay Loans Loans, in whole or in part part, without premium or penalty; penalty (except as specifically provided that (i) such in the proviso of this sentence and in the penultimate sentence of this Section 2.08(a)(i)), upon notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) two 12:00 noon, New York City time, not less than three Business Days prior to any date of prepayment thereto, in the case of Eurodollar Rate Loans and (B) Loans, no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid; provided that, if a Eurodollar Loan is prepaid and whether on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. Each such Loan notice may be conditioned on the occurrence of one or more events (it being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The understood that the Administrative Agent will and Lenders shall be entitled to assume that the Loans contemplated by such notice are to be made unless the Administrative Agent shall have received written notice revoking such notice of prepayment on or prior to the date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepaymentthereof. If any such notice is given by the Borrowersgiven, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the case of each prepayment of Loans pursuant to this Section 3.5. Each 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be applied paid to the Loans of the appropriate Lenders in accordance with their respective Applicable Percentages. (b) pro rata share of such Loans. If for any reason (i) Repricing Event occurs prior to the Total WC Revolver Outstandings at any time exceed date occurring 12 months after the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeClosing Date, the Borrowers shall immediately prepay WC Revolver Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B Loans and/or Cash Collateralize the L/C Obligations that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.16(c) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee 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 2.4(b) unless after the prepayment in full 1.00% of the WC Revolver aggregate principal amount of the Term B Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal subject to such excess; Repricing Event. Such fees shall be earned, due and (iii) payable upon the Total Revolver Outstandings at any time exceed date of the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to occurrence of such excessRepricing Event.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 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, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 ’s Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to No portion of the Administrative Agent, LIBOR Based Rate Loans may be prepaid at any time or unless Borrowers first satisfy in full all obligations under Section 2.12 below arising from such prepayment. (b) Term Loan Based Rate Loans may be prepaid at any time and from time to time voluntarily prepay Loans time, upon one (1) Business Days' notice to Agent, in whole or in part without premium or penalty; provided that . (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) Borrowers shall, on the date of prepayment the receipt of Base Rate Loans or Cost of Funds Rate Loans; Cash Proceeds from any Offering, prepay Term Loan A in an amount equal to the Net Proceeds thereof. (ii) Borrowers shall, on the date of the receipt of any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 Net Proceeds in excess thereof; and of One Million Dollars ($1,000,000.00) in the aggregate in any fiscal year from any Asset Sale, or series of Asset Sales (except for an Asset Sale with respect to the Hagerstown Facility), prepay Term Loan A in an amount equal to such excess. Any such Net Proceeds received after Term Loan A has been paid in full shall then be used to prepay Term Loan B. (iii) Borrowers shall, on the date of the receipt of Cash Proceeds from an Asset Sale of the Hagerstown Facility (or any portion thereof), prepay Term Loan B in an amount equal to the Net Proceeds thereof. (A) Borrowers shall prepay Term Loan A, on an annual basis, in an amount equal to seventy five (75%) percent of Borrowers' Net Free Cash Flow for the immediately preceding fiscal year calculated as of the last day of such preceding fiscal year; provided that, effective with the fiscal year beginning on the earlier of (1) January 1, 1999 or (2) the year in which the principal balance of Term Loan A has been reduced to Four Million Dollars ($4,000,000.00), such annual prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(sreduced to fifty percent (50%) of Loans to Borrower's Net Free Cash Flow. (B) Prepayments under this Section 2.10(c)(iv) shall be prepaid and whether such Loan being prepaid due in the fiscal year immediately succeeding the year for which the calculation of Net Free Cash Flow is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of based as follows: (1) If the amount of such Lender's Applicable Percentage the prepayment is less than or equal to One Million Five Hundred Thousand Dollars ($1,500,000.00) then the prepayment shall be paid on April 1. (2) If the amount of such prepayment. If such notice the prepayment is given by greater than One Million Five Hundred Thousand Dollars ($1,500,000.00) but less than or equal to Three Million Dollars ($3,000,000.00), then One Million Five Hundred Thousand Dollars ($1,500,000.00) of the Borrowers, the Borrowers prepayment shall make such prepayment be paid on April 1 and the payment balance on August 1. (3) If the amount specified in such notice of the prepayment is greater than Three Million dollars ($3,000,000.00), then fifty percent (50%) of the prepayment shall be due paid on April 1 and payable the balance on August 1. (d) All prepayments of every kind on account of either of the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment Term Loans shall be applied to the Loans principal balance thereof in the inverse order of the Lenders in accordance with their respective Applicable Percentagesmaturity. (be) If for any reason (iSubject to Sections 2.10(c) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timed), the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full all prepayments on account of either of the WC Revolver Term Loans shall be applied as directed by Borrowers but, if no direction is given, first to the Total WC Revolver Outstandings exceed principal balance of Base Rate Loans and then to the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition principal balance of LIBOR Based Rate Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessinverse order of maturity.

Prepayments. (a) The Borrowers Borrower may, upon notice to in its discretion, prepay the Administrative Agent, Loans and the Bond in whole at any time or from time to time voluntarily by paying both the applicable Prepayment Amount and the applicable Taxable Prepayment Amount. (b) Borrower shall prepay the Loans and the Bond in whole or in part without at any time pursuant to Sections 9.01 and 9.02 of this Agreement and of the Taxable Loan Agreement by paying both the applicable Prepayment Amount and the applicable Taxable Prepayment Amount. (c) Borrower shall prepay the Loans and the Bond in full immediately upon demand of Lender after the occurrence of an Event of Default by paying both the applicable Prepayment Amount and the applicable Taxable Prepayment Amount. A portion of such prepayment may be made with funds remaining in the Escrow Fund pursuant to the Escrow Agreement. (d) Borrower shall prepay the Loan and the Bond in full immediately upon demand of Lender after the occurrence of a Determination of Taxability by paying the applicable Prepayment Amount plus an amount necessary to supplement the prior Loan Payments to the Gross-Up Rate. (e) The amounts due hereunder shall be repaid, and the amounts due under the Bond shall be paid, in part with funds remaining in the Escrow Fund upon termination of the Escrow Agreement as provided in Section 2.03 of the Escrow Agreement and, if less than 80% of the amount deposited in the Escrow Fund has been disbursed pursuant to the Escrow Agreement, together with a prepayment premium or penalty; provided that calculated at the percentage used to determine the Prepayment Amount at the date of such prepayment. (f) Borrower shall prepay the Loans in part pursuant to Section 2.08 hereof. Upon any prepayment in part of the Loans, the prepayment shall be applied to (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to Loan Payments and any date of prepayment of Eurodollar Rate Loans other amounts due hereunder and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) the loan payments due under the Taxable Loan Agreement and any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orother amounts due thereunder, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such as determined by Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 11:30 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or an integral multiple thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (ai) The Borrowers Borrower may, upon from time to time, by giving notice to the Administrative AgentAgent no later than three Business Days before the date of the prepayment, at any time prepay, without premium or from time to time voluntarily prepay Loans penalty and in whole or in part without premium or penalty; provided that (i) such notice must be received by part, the Administrative Agent not later than 11:00 a.m. principal amount of any Borrowing so long as: (A) two Business Days prior the notice by the Borrower specifies the amount and Borrowing to any date of prepayment of Eurodollar Rate Loans and be prepaid, (B) on the date of each voluntary partial prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall must be in a principal amount of not less than $500,000 1,000,000 or a whole greater integral multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or1,000,000, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all plus accrued interest on the amount prepaidprepaid to the date of such prepayment, and (C) the Borrower shall pay the Funding Loss, if any, within 5 Business Days following an affected Lender's demand and delivery to the Borrower of the certificate as provided in Section 3.18. Conversions on the last day of Interest Period pursuant to Section 3.10 are not prepayments. (ii) The Borrower shall promptly notify the Administrative Agent upon the receipt of any Net Cash Proceeds of any Asset Disposition or Recovery Event and, at any time that such Net Cash Proceeds received and not previously applied to any prepayment pursuant to this Section 3.2(c)(ii) shall equal or exceed $10,000,000, the Borrower shall prepay Borrowings, together with payment of any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeFunding Losses, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to 100% (without duplication) of such excess; providedNet Cash Proceeds. (iii) If at any time, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full sum of the WC Revolver Loans the Total WC Revolver Outstandings aggregate principal amount of Borrowings shall exceed the Total WC Revolver Commitments then total Commitments, the Borrower shall forthwith prepay Borrowings, in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate a principal amount equal to such excess; , together with accrued interest to the date of such prepayment on the principal amount of Borrowings prepaid and any Funding Losses owing in connection therewith. (iiiiv) Prepayments of the Total Revolver Outstandings Borrowings pursuant to this Section 3.2(c) shall be applied, first, to prepay any amounts outstanding under the Other Facility (other than in the case of prepayments pursuant to 3.2(c)(iii)), second, to prepay Base Rate Borrowings, third, to prepay any LIBOR Rate Borrowing that has an Interest Period the last day of which is the same as the date of such requirement prepayment, and, fourth to prepay other LIBOR Rate Borrowings, as selected by the Borrower, or, at any time exceed the Total Revolver Commitments then in effect Borrower's option, to cash collateralize such other LIBOR Rate Borrowings (which cash collateral will be applied on the Borrowers shall immediately last day of the Interest Period of each such LIBOR Rate Borrowing to prepay Revolver Loans in an aggregate amount equal to such excessLIBOR Rate Borrowings).

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 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, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations Table of Contents pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the prepayment date (which shall be a Business Day) and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given the prepayment (which shall be at least $500,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the BorrowersAgent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued provided that interest on the amount principal prepaid, together with any additional accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Eurodollar Loans on the same condition as for Base Rate Loans, and in addition, such prepayments of Eurodollar Loans shall be subject to the terms of Section 5.05 and shall be in amounts required pursuant equal to Section 3.5all of the Eurodollar Loans for the Interest Period being prepaid. Each such prepayment Any prepayments made during the Term Loan Period shall be applied to reduce pro rata the Loans of the Lenders in accordance with their respective Applicable Percentagesremaining scheduled payments. (b) If for If, after giving effect to any reason termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Sections 2.03(b), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, the Borrower shall (i) prepay the Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if any excess remains after prepaying all of the Loans, pay to the Agent on behalf of the Lenders an amount equal to the remaining excess to be held as cash collateral as provided in Section 2.10(b) hereof. (c) Upon any redetermination of the amount of the Borrowing Base in accordance with Section 2.08 or adjustment in accordance with Section 8.08(b), if the redetermined Borrowing Base is less than the sum of (i) the Total WC Revolver Outstandings at any time exceed aggregate outstanding principal amount of the lesser of Loans, plus (1ii) the Total WC Revolver Commitments then in effect and LC Exposure, plus (2iii) the Borrowing Base at such timeamount by which the US Dollar equivalent (converted as of the relevant Redetermination Date by the Agent using good faith and customary methods and taking into account the effect of any applicable Hedging Agreements) of the DEM Subordinated Debt exceeds $2,400,000, then the Borrowers Borrower shall immediately within thirty (30) days of receipt of written notice thereof: either (i) prepay WC Revolver the Loans (and/or Cash Collateralize the L/C Obligations provide cash collateral) in an aggregate principal amount equal to such excess; provided, however, that together with interest on the Borrowers shall not be required principal amount paid accrued to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the date of such prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; or (ii) notify the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount Agent of its election to eliminate such Borrowing Base deficiency by making six (6) consecutive monthly payments equal to such excess; excess divided by six (6), the first of such payments being due and payable immediately and each subsequent payment being due at thirty (iii30) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers day intervals thereafter. Any scheduled payments of principal made during such deficiency period shall immediately prepay Revolver Loans in an aggregate amount equal be applied to such excessdeficiency payments in direct order of maturity; provided that in the event of an acceleration of the maturity of the Notes pursuant to Section 10.02, such acceleration shall also accelerate the maturity of the monthly deficiency payments. (d) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of Eurodollar Loans. Any prepayment may be reborrowed subject to the then effective Aggregate Commitments.

Prepayments. (a) The Borrowers mayLoans may not be voluntarily prepaid during the Lockout Period. Subject to Section 2.8(c), upon notice to following the Administrative AgentLockout Period, the Borrower shall have the right, at any time or and from time to time voluntarily time, to prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Loans. The Borrower shall give the Administrative Agent not written notice no later than 11:00 a.m. 1:00 p.m. (AEastern Time) two not less than three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on such prepayment. In each case, such notice shall specify the date on which such prepayment is to be made (which shall be a Business Day), and the amount of such prepayment. Each such prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal an aggregate minimum amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a include the Yield Maintenance Premium, if applicable, as well as interest accrued on the principal amount prepaid to, but not including, the date of $500,000 or a whole multiple of $100,000 payment in excess thereof accordance with the terms hereof (or, in each case, if less, the entire principal such lesser amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of constituting the amount of such Lender's Applicable Percentage all Loans then outstanding). (b) Within five (5) Business Days after the occurrence of such prepayment. If such notice is given by the Borrowersa Borrowing Base Deficiency, the Borrowers Borrower shall make prepay the outstanding principal amount of the Loans in an amount equal to the sum of (x) the aggregate amount necessary to eliminate such Borrowing Base Deficiency plus (y) the Yield Maintenance Premium applicable to the principal amount of the Loan prepaid on such prepayment and the payment amount specified in such notice date, if any; provided, however, that, no Yield Maintenance Premium shall be due and payable for an initial $4,000,000 of principal prepaid by the Borrower (calculated in the aggregate) in connection with cures of the Borrowing Base Deficiency. (c) Voluntary prepayments of Loans shall be applied first, to reduce any outstanding Lender Group Expenses and, second, in such order as the Borrower may direct. The Borrower may prepay the Loans subject to the payment of any accrued interest plus the Yield Maintenance Premium applicable to such prepayment. (d) Notwithstanding anything else contained herein, no Yield Maintenance Premium shall be due on the date specified therein. Any voluntary prepayment of a Eurodollar Rate any Lender’s Loan shall be accompanied by all accrued interest if, at the time of such prepayment (or on the amount prepaidnext Interest Payment Date), together the Borrower is or would be required to pay a gross up indemnity with respect to any additional amounts required Taxes pursuant to Section 3.510.11 or compensate such Lender for any increased costs pursuant to Section 2.11. Each such prepayment Other than as set forth in the immediately preceding sentence and Section 2.8(b) above, Yield Maintenance Premium shall be applied due on any prepayment of any Loan prepaid prior to the Loans of the Lenders in accordance with their respective Applicable PercentagesYield Maintenance Date. (be) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser a Change of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeManager Event occurs, the Borrowers shall immediately Borrower will, at the Lenders’ option (as provided by Lenders in writing to Borrower and Agents), prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate Loans, plus accrued interest plus the Yield Maintenance Premium applicable to the principal 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 2.4(b) unless after the prepayment in full of the WC Revolver Loan prepaid on such prepayment date, if any. (f) If a Change of Control Event occurs, the Borrower will, at the Lenders’ option (as provided by Lenders in writing to Borrower and Agents), prepay the Loans plus accrued interest plus the Total WC Revolver Outstandings exceed Yield Maintenance Premium applicable to the Total WC Revolver Commitments then in effect; (ii) principal amount of the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to Loan prepaid on such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessprepayment date, if any.

Prepayments. (a) The Borrowers Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty except as provided in Section 2.06(a) hereof; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate any Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding or such lesser amount as is acceptable to the Agent. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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. If such notice is given by the BorrowersBorrower, 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 prepayment , except that, to the extent delivered in connection with a full or partial refinancing of a Eurodollar Rate Loan the Obligations, such notice shall not be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5irrevocable until such refinancing is closed and funded. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for In connection with any reason Disposition of any Intellectual Property of the Borrower or its Subsidiaries, the Borrower shall prepay the Loans in an amount equal to the difference between (i) 100% of the Total WC Revolver Outstandings at any time exceed orderly liquidation value of such Intellectual Property as determined by the most recent appraisal of such Intellectual Property undertaken by the Agent or received from the First Lien Agent pursuant to Section 6.10(b) with respect thereto minus (ii) the lesser of (1x) fifty (50%) of the orderly liquidation value of such Intellectual Property as determined by the most recent appraisal of such Intellectual Property undertaken by the Agent or received by the Agent form the First Lien Agent pursuant to Section 6.10(b) with respect thereto; or (y) the Total WC Revolver Commitments then amount paid to the First Lien Agent in effect connection with such Disposition pursuant to Section 2.03(b) of the First Lien Credit Agreement. (c) In connection with any Disposition of any assets of the Borrower or its Subsidiaries (other than Intellectual Property and assets constituting Inventory or accounts receivable disposed of in connection with a wind-down of acquired assets (2) including in connection with the Borrowing Base at such timeHeelys Acquisition)), the Borrowers Borrower shall immediately prepay WC Revolver the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to the difference between (i) 100% of the Net Proceeds from the Disposition of such excess; providedassets minus (ii) the amount paid to the First Lien Agent in connection with such Disposition pursuant to Section 2.03(b) of the First Lien Credit Agreement. (d) Subject to the First Lien Intercreditor Agreement, however, that the Borrowers Borrower shall not be prepay the Loans to the extent required pursuant to Cash Collateralize the L/C Obligations provisions of Section 6.12 hereof. (e) In the event the First Lien Agent waives (i) any prepayments required pursuant to Section 2.03 of the First Lien Credit Agreement or (ii) any repayment required pursuant to Section 2.04 of the First Lien Credit Agreement then the Borrower shall prepay the Loans in the amount of such payment waived by the First Lien Agent. (f) Prepayments made pursuant to this Section 2.4(b) unless after 2.03 shall be applied to the prepayment remaining scheduled installments of principal due in full respect of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessinverse order of maturity.

Prepayments. (a) The Borrowers Each Borrower may, upon notice to the Administrative Agent, at any time or and from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Offshore Currency Loans, (B) three Business Days prior to any date of prepayment of LIBOR Rate Loans denominated in Dollars and (BC) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal Dollar Equivalent amount of $5,000,000 or a higher integral multiple of 1,000,000 of the Applicable Currency; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole higher integral multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid prepaid, and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanthe Applicable Currency. 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 ’s Pro Rata Share of such prepayment. If such notice is given by the Borrowersany 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 prepayment of a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts amount required pursuant to Section 3.53.04. Each such prepayment shall be applied to the applicable Loans of the Lenders in accordance with their respective Applicable Percentagesapplicable Pro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Revolving Credit Commitments then in effect (for any reason other than a change in currency (c) If on any Revaluation Date the Administrative Agent shall have determined that the Total Outstandings exceed the Aggregate Revolving Credit Commitments by a Dollar Equivalent amount of more than $1,000,000, due to a change in applicable rates of exchange between Dollars and (2) Offshore Currencies, then the Borrowing Base at such time, Administrative Agent shall give notice to the Borrowers shall immediately prepay WC Revolver that a prepayment is required under this Section 2.06(c), and the Borrowers agree thereupon to make prepayments of Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal within one Business Day of such notice such that, after giving effect to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings do not exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessAggregate Revolving Credit Commitments.

Prepayments. (a) The Borrowers may, Borrower may prepay the Base Rate Loans upon not less than one (1) Business Day's prior notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the prepayment date (which shall be a Business Day) and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given the prepayment (which shall be at least $1,000,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the BorrowersAgent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued provided that interest on the amount principal prepaid, together with any additional amounts required pursuant accrued to Section 3.5. Each such the prepayment date, shall be applied paid on the prepayment date. The Borrower may prepay Eurodollar Loans on the same condition as for Base Rate Loans and in addition such prepayments of Eurodollar Loans shall be subject to the Loans terms of the Lenders in accordance with their respective Applicable PercentagesSection 5.05. (b) If for If, after giving effect to any reason termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(a) or (ib), the outstanding aggregate principal amount of the Loans exceeds the Aggregate Maximum Credit Amounts, the Borrower shall prepay the Loans on the date of such termination or reduction in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment. (c) Upon any redetermination of the Total WC Revolver Outstandings at any time exceed the lesser amount of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at in accordance with Section 2.08, if the redetermined Borrowing Base is less than the aggregate outstanding principal amount of the Loans, then within ninety (90) days (or such timeshorter period as hereinafter provided) of receipt of written notice of the redetermined Borrowing Base, the Borrowers Borrower shall immediately prepay WC Revolver the Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount equal to such excess; provided, together with interest on the principal amount paid accrued to the date of such prepayment, provided however, that if the Borrowers shall not be required to Cash Collateralize Borrowing Base is less than the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full outstanding principal amount of the WC Revolver Loans following the Total WC Revolver Outstandings exceed first Borrowing Base determination, such required prepayment shall be made on or before thirty 30 days after such first Borrowing Base determination, as applicable, if the Total WC Revolver Commitments then in effect; (ii) amount of the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in required payment equals or exceeds an aggregate amount equal to such excess; 10% of the redetermined Borrowing Base. (d) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05 for prepayment of Eurodollar Loans. Prior to the First Borrowing Base Determination Date, all prepayments on the Loans shall reduce the Aggregate Maximum Credit Amounts. Any payments on the Loans made hereunder shall first be applied to reduce the outstanding Loans of the BMO/Soc-Gen Lenders until the outstanding Loans of the BMO/Soc-Gen Lenders have been reduced to zero, and then to reduce the outstanding Loans of the SCI Lenders. (iiie) Except as otherwise provided in Section 2.01(a), any prepayments on the Total Revolver Outstandings at any time exceed Loans may, subject to the Total Revolver Commitments Equity Conversion Agreement, be reborrowed subject to the then effective Aggregate Commitments. (f) Convertible Amounts (as defined in effect the Borrowers Equity Conversion Agreement) can only be prepaid or repaid in cash upon approval of the BMO/Soc-Gen Lenders. (g) Unless otherwise specified in this Section 2.07, all prepayments under this Section 2.07 shall immediately prepay Revolver Loans be allocated among the Lenders by the Agent in an aggregate amount equal to such excessaccordance with the SCI Assignment.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans shall be in a principal amount of $500,000 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, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to Borrower shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Loans any Base Rate Loan, in whole or in part without premium or penaltypart; provided PROVIDED, however, that (i) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of partial prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of a Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans Loan shall be in a minimum aggregate principal amount of $500,000 or a whole multiple 200,000 or, if greater in amounts which are integral multiples of $100,000 in excess thereof; and 50,000. Except as required by paragraph (iiib) any prepayment or (c) below or on the last day of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lessan Interest Period with respect thereto, the entire principal amount thereof then outstanding. Each such notice Borrower shall specify the date and amount of such prepayment, the Type(s) of Loans not be permitted to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesprepay LIBOR Loans. (b) If for any reason (i) In the event that the Aggregate Outstandings exceed the then applicable Borrowing Base or the Aggregate Revolving Credit Outstandings exceed the Total WC Revolver Outstandings Commitments at any time prior to the Revolving Credit Termination Date, the Borrower shall promptly pay or prepay so much of the Revolving Credit Loans outstanding as shall be necessary in order that the Aggregate Outstandings will not exceed the lesser of (1) the Total WC Revolver Commitments Borrowing Base then in effect and Aggregate Revolving Credit Outstandings will not exceed the Total Commitment. All prepayments under this subparagraph shall be subject to Section 4.1. (2c) Unless otherwise agreed by the Borrowing Base at such timeBanks in writing, the Borrowers Borrower shall immediately be required to pay or prepay WC Revolver Revolving Credit Loans and/or Cash Collateralize outstanding with (i) 80% of the L/C Obligations proceeds of the issuance by the Borrower or any Guarantor of additional equity; (ii) 100% of the net proceeds of the sale by the Borrower or any Guarantor of any Real Estate Assets; (iii) 100% of the net proceeds resulting from the repayment of mortgages constituting Real Estate Assets or (iv) such proceeds as may be paid as a result of a casualty or condemnation, all in an aggregate amount equal to such excessaccord with Sections 7.11 or 7.12 of this Agreement; provided, however, that the Borrowers Borrower shall not have no obligation under clause (i) above until the aggregate net proceeds of any and all additional equity issuances during the term of this Agreement shall equal or exceed $1,000,000.00. All prepayments under this paragraph shall be subject to Section 4.1. (d) All payments required by paragraphs (b) or (c) above shall be made to Cash Collateralize the L/C Obligations Banks PRO RATA in accordance with their respective Commitment Proportions and shall be applied as follows: first, to outstanding Revolving Credit Loans that are Base Rate Loans up to the full amount thereof; second, to outstanding Revolving Credit Loans that are LIBOR Loans up to the full amount thereof; and, third, to Term Loans. (e) All prepayments made pursuant to this Section 2.4(b) unless after 3.2 shall be accompanied by the prepayment payment of all accrued interest on the amount so prepaid and by all amounts required to be paid pursuant to Section 4.1 in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessconnection therewith.

Prepayments. (a) The Borrowers Borrower may, upon at least one Business Day's prior notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of the prepayment, at any time or from time to time voluntarily prepay the outstanding principal amount of the Loans in whole or ratably in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior part, together with accrued interest to any date of prepayment of Eurodollar Rate Loans and (B) on the date of such prepayment of Base Rate on the principal amount prepaid; PROVIDED, HOWEVER, that any such prepayment shall be applied first to the Swing Loans or Cost of Funds Rate Loansoutstanding, and then to the Revolving Credit Loans outstanding; (ii) any and, PROVIDED, FURTHER, that each partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate the Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans specified to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinfor such prepayment. Any prepayment The notice requirement in this Section 2.6(a) shall not apply to any application of a Eurodollar Rate Loan available funds pursuant to Section 2.6(c). (i) Upon receipt by the Borrower or any Subsidiary of the Borrower of Asset Sale Proceeds, the Borrower shall be accompanied by all accrued interest on forthwith prepay, in an amount equal to such Asset Sale Proceeds, the amount prepaidSwing Loans outstanding, and if no Swing Loans are outstanding (determined after the foregoing application), the Revolving Credit Loans, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied accrued interest to the Loans date of the Lenders in accordance with their respective Applicable Percentagessuch prepayment. (bii) If for any reason (i) the Total WC Revolver Outstandings If, at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers sum of the aggregate principal amount of the outstanding Swing Loans, Revolving Credit Loans and Letter of Credit Obligations exceeds either the Commitments at such time or a Borrowing Base Deficiency exists, the Borrower shall immediately forthwith prepay WC Revolver the Swing Loans and/or Cash Collateralize the L/C Obligations then outstanding in an aggregate amount equal to such excess; provided, howevertogether with accrued interest thereon, and if there are no Swing Loans outstanding or if such prepayment does not eliminate such excess, the Revolving Credit Loans then outstanding to the extent necessary to eliminate such excess, together with accrued interest thereon, and if no Revolving Credit Loans are then outstanding, the Borrower shall forthwith cash collateralize such excess by paying to the Agent immediately available funds in the amount of such excess, which funds shall be held by the Agent as cash collateral on terms satisfactory to the Agent as long as and to the extent such excess exists. (c) The Borrower agrees that all available funds in the Borrowers Cash Collateral Account shall not be required applied first to Cash Collateralize accrued and unpaid interest on the L/C Loans to the extent then due and payable, next, PRO RATA, to the amount of the Swing Loans and any Reimbursement Obligations then outstanding, next to the outstanding principal amount of the Revolving Credit Loans and Loans deemed to be made by the Lenders pursuant to this Section 2.4(b) unless after 2.16(m), and next to any other Obligations then due and payable, then on any Business Day that any funds are on deposit in the prepayment Cash Collateral Account and no Default or Event of Default has occurred, the Borrower may direct the Agent to disburse such funds to the Borrower's disbursement account. The Borrower shall utilize funds on deposit in full of the WC Revolver Cash Collateral Account that are available to it pursuant to the terms hereof prior to requesting Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessbe made hereunder.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. A.M. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BChicago time) on the date of prepayment in the case of Base Rate ABR Loans and at least three (3) Business Days' prior notice to the Agent in the case of LIBOR Loans, prepay (including, without limitation, all amounts payable pursuant to the terms of Section 2.17 hereof) the Notes in whole or Cost in part with accrued interest to the date of Funds Rate Loans; such prepayment on the amount prepaid, PROVIDED that (ii1) any prepayment of Eurodollar Rate Loans each partial payment shall be in a principal amount of not less than One Million Dollars ($500,000 or 1,000,000) in the case of a whole multiple LIBOR Loan and Two Hundred Fifty Thousand Dollars ($250,000) in the case of $100,000 in excess thereofan ABR Loan; and (iii2) any LIBOR Loans may be prepaid only on the last day of the Interest Period for such Loans; PROVIDED, HOWEVER, that such prepayment of Base Rate LIBOR Loans or Cost may be made on any other Business Day if the Borrower pays at the time of Funds Rate such prepayment all amounts due pursuant to Section 2.17 hereof. Upon receipt of any such prepayments, the Agent will promptly thereafter cause to be distributed such prepayment to each Bank for the account of its applicable Lending Office pro rata to each Bank in the proportion that its Commitment bears to the Aggregate Commitments, except that prepayments of Swing Line Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied made solely to the Loans of the Lenders in accordance with their respective Applicable PercentagesSwing Line Bank. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers The Borrower shall immediately upon a Change in Control prepay WC Revolver the Notes in full and all accrued interest to the date of such prepayment, and in the case of LIBOR 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 all amounts due pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess2.17 hereof.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and whether and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. 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. If such notice is given by the BorrowersBorrower, 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; provided, however, that, so long as the Borrower has made a good faith attempt to make any such payment on the specified date and such payment is not received on such date by the Administrative Agent 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 disruption 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 3.53.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount of Swing Line Loans outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, Company may at any time or and from time to time voluntarily prepay Loans then outstanding Loans, in whole or in part part, without premium or penalty; , except as provided that in Section 3.08 with respect to any prepayment or payment of a LIBOR Rate Loan on a date other than the last day of the Interest Period with respect thereto, upon written notice to the Lender (ior telephonic notice promptly confirmed in writing) such notice must be received by the Administrative Agent not later than 11:00 1100 a.m. (ANew York, New York time), three (3) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on before the date of prepayment with respect to prepayments of Base LIBOR Rate Loans, or 11:00 a.m. (New York, New York time) one (1) Business Day before the date of prepayment with respect to Prime Rate Loans. Each notice shall be irrevocable and shall specify the date and amount of prepayment and whether such prepayment is of the Term Loan or the Revolving Credit Loan and LIBOR Rate Loans or Cost of Funds Prime Rate Loans; (ii) any , or a combination thereof, and if a combination thereof, the amount of prepayment allocable to each. If such notice is given, the Company shall make such prepayment, and the amount specified in such notice shall be due and payable, on the date specified therein. Each partial prepayment of Eurodollar a LIBOR Rate Loans Loan pursuant to this Section 3.03 shall be in a principal amount of $500,000 or a whole multiple multiples of $100,000 in excess thereof; and (iii) any . Each partial prepayment of Base a Prime Rate Loans or Cost of Funds Rate Loans Loan pursuant to this Section 3.03 shall be in a principal amount of $500,000 or a whole multiple multiples of $100,000 in excess thereof or, thereof. (b) To the extent that the Aggregate Outstandings exceed the lesser of (i) the Revolving Credit Commitment in each case, if lesseffect at such time and (ii) the Borrowing Base as in effect at any time, the entire principal amount thereof then Company shall immediately prepay the Revolving Credit Loans to the extent necessary to cause compliance with the foregoing. All prepayments under this clause (b) shall be applied, first, to Prime Rate Loans outstanding and second, to LIBOR Rate Loans outstanding. Each To the extent that such notice shall specify the date and amount of prepayments are insufficient to cause such prepaymentcompliance, the Type(s) of Loans Company shall pledge to be prepaid and whether such Loan being prepaid is a WC Revolver Loanthe Lender, Cash Collateral in an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of amount equal to the amount of such Lender's Applicable Percentage shortfall, which Cash Collateral shall secure the reimbursement obligations of such prepayment. If such notice is given by the Borrowers, Company to 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 Lender with respect to drawings under Standby Letters of Credit. (c) Each prepayment of principal of a Eurodollar Rate Loan pursuant to this Section 3.03 shall be accompanied by all accrued interest on the principal amount prepaid, together with any additional amounts required being prepaid to the date of prepayment. Unless otherwise directed by the Company pursuant to Section 3.53.03(a), partial prepayments of any Loan shall be applied first to outstanding Prime Rate Loans and then to LIBOR Rate Loans in such order as the Lender shall determine in its sole and absolute discretion. Each such prepayment Prepayments of the Term Loan shall be applied to the Loans remaining installments of principal thereof in inverse order of maturity. Amounts paid with respect to the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall Term Loan may not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessre-borrowed.

Prepayments. (a) The Borrowers may, upon notice to Company shall have the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part right without premium or ----------- penalty; provided that (i) such , by giving irrevocable notice must be received by to the Administrative Agent not later than 11:00 a.m. 12:00 noon (AEastern Time) two on the Business Day on which the prepayment is to occur in the case of Base Rate Loans and three (3) Business Days prior to any date the Business Day on which the prepayment is to occur in the case of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds LIBOR Rate Loans; (ii) any prepayment of Eurodollar Rate , to prepay the Revolving Credit Loans shall be in a principal whole or to make partial prepayments in the amount of $500,000 2,000,000 or a whole any multiple of $100,000 500,000 in excess thereof; , at any time, provided that no prepayment may be made on any LIBOR Rate Loan except on a Payment Date unless at the time such prepayment is made the Company also pays to the Lenders all losses and (iii) out-of-pocket expenses incurred by the Lenders, or any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in them, as a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount result of such prepayment, including, without limitation, the Type(sexcess of (i) the interest that would have been received from the Company on the amount prepaid during the remaining portion of Loans to be the Interest Period in question had the Company not prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition LIBOR Rate Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeportion thereof, and of over (ii) the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all interest which would have accrued interest on the amount prepaid, together prepaid if the Lenders had placed such funds on deposit with any additional amounts required pursuant to Section 3.5. Each a prime bank in the London interbank borrowing market from the date of such prepayment shall be applied until the end of such Interest Period, discounted in each case to present value using the Loans interest rate then existing on U.S. Treasury obligations maturing as of the Lenders in accordance with their respective Applicable Percentagesend of such Interest Period, as reasonably determined by the Administrative Agent. (b) If for any reason (i) the Total WC Revolver Outstandings aggregate principal amount of Revolving Credit Loans outstanding under this Section 2 at any time exceed exceeds the lesser Aggregate Commitment as it exists from time to time minus the sum of (1) the Total WC Revolver Commitments then in effect all outstanding Swingline Loans and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the all L/C Obligations in an aggregate amount equal to such excess; providedObligations, howeverthe Company shall, that upon the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full request of any of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall Lenders, immediately prepay Acquisition the Revolving Credit Loans in an aggregate amount equal sufficient to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to eliminate such excess. (c) The Company shall pay each prepayment made under Section 2.8(a) and Section 2.8(b) to the Administrative Agent for the account of the Lenders. The Administrative Agent shall, promptly following its receipt of each such prepayment, distribute it to the Lenders ratably in accordance with their respective Commitment Percentages.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 8:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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 ’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans (or, in connection with the termination of the Aggregate Commitments pursuant to Section 2.05, such later date as may be agreed to by the Administrative Agent) and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. 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. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; . (c) Except with respect to (i) a Special Redetermination pursuant to Section 2.13(c) or (ii) a Borrowing Base adjustment pursuant to Section 2.13(d), in the Total Acquisition Outstandings event a Borrowing Base Deficiency exists after giving effect to any Redetermination, the Borrower shall, within ten (10) days following notice thereof from the Administrative Agent, provide written notice (the “Election Notice”) to the Administrative Agent stating the action which the Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at any time exceed its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to the entire amount of such excess; and Borrowing Base Deficiency within thirty (iii30) days after the Total Revolver Outstandings at any time exceed date on which the Total Revolver Commitments then in effect Borrower provides the Borrowers Election Notice to the Administrative Agent (the “Election Date”), (2) eliminate such Borrowing Base Deficiency by making six (6) consecutive mandatory prepayments of the Loans, each of which shall immediately prepay Revolver Loans be in an aggregate amount equal to one-sixth (1/6th) of the amount of such excessBorrowing Base Deficiency, commencing on the first Monthly Date following the applicable Election Date and continuing on each of the five next succeeding Monthly Dates thereafter, and in connection therewith, the Credit Parties shall (A) dedicate a sufficient amount (as determined by the Administrative Agent in its sole discretion) of the monthly cash flow from the Credit Parties’ oil and gas properties to satisfy such payments, and (B) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to the Administrative Agent which the Administrative Agent may, in its discretion, require with respect thereto, or (3) within thirty (30) days following the applicable Election Date, submit additional oil and gas properties owned by the Credit Parties for consideration in connection with the redetermination of the Borrowing Base which Administrative Agent and Required Lenders deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency. If a Borrowing Base Deficiency on any Election Date cannot be eliminated pursuant to this Section 2.04(c) by prepayment of the Loans in full (as a result of outstanding L/C Obligations on such Election Date), on up to six Monthly Dates immediately following such Election Date, the Borrower shall also deposit cash with the Administrative Agent, to be held by the Administrative Agent to secure outstanding L/C Obligations in the manner contemplated by Section 2.03, in an amount on each such Monthly Date at least equal to one sixth (1/6th) of the balance of such Borrowing Base Deficiency (i.e., one-sixth of the difference between the Borrowing Base Deficiency on such Election Date and the remaining outstanding principal amount of the Loans on such Election Date), until the aggregate amount of cash so deposited with the Administrative Agent equals the balance of such Borrowing Base Deficiency. In the event a Borrowing Base Deficiency shall occur (or an increase in any pre-existing Borrowing Base Deficiency shall occur) as a result of a Special Redetermination pursuant to Section 2.13(c), the Borrower shall be required to make a mandatory prepayment of the Loans within thirty (30) days following receipt of notice of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency) in an amount equal to the amount of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency).

Prepayments. (a) The Borrowers Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 before 10:00 a.m. (ANew York City time) two Business Days prior to any date of prepayment of Eurodollar for Base Rate Loans and (B) Advances on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; and (ii) any prepayment of upon at least two Business Days' notice to the Agent for Eurodollar Rate Loans Advances, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant Section 8.4(c) as a result of such prepayment; provided that each prepayment pursuant to this Section 2.5(a) shall be in a an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If Additionally, if at any date the sum of the aggregate amount of all Revolving Credit Advances owed to any Bank by any Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for any reason all Letters of Credit issued at the request of such Borrower exceeds such Bank's Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably repay the Revolving Credit Advances owed by such Borrower in a principal amount necessary so that (iafter giving effect to such repayment) the Total WC Revolver Outstandings sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at any time the request of such Borrower does not exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base such Bank's Revolving Credit Commitment for such Borrower at such timedate. (c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall also pay accrued interest to the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize date of such payment on the L/C Obligations principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of Credit issued at the request of such Borrower and, second to be deposited in an aggregate amount equal to LC Cash Collateral Account in respect of such excess; provided, however, that Borrower. (d) All ▇▇▇▇▇▇s received by the Borrowers shall not be required to Cash Collateralize the L/C Obligations Collateral Agent pursuant to this Section 2.4(b) unless after any Security Document shall be applied first, to reimburse the prepayment Collateral Agent for all costs, fees, expenses and other amounts to the extent provided in full such Security Document, second, to ratably pay the principal of and interest of the WC Revolver Loans Revolving Credit Advances and unpaid drawings under Letters of Credit, third to ratably pay all other Obligations, and fourth to be deposited in one or more LC Cash Collateral Accounts to the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at extent any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessLetters of Credit are ou▇▇▇▇▇▇▇ng.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans Term SOFR Loans, and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether and, if Term SOFR Loans are to be prepaid, the Interest AMERICAS/2024050510.8 Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. 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. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for the Administrative Agent notifies the Borrower at any reason (i) time that the Total WC Revolver Outstandings at any such time exceed an amount equal to 100% of the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at effect, then, within two Business Days after receipt of such timenotice, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that that, subject to the Borrowers provisions of Section 2.15, the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. 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. If such notice is given by the BorrowersBorrower, 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; provided, however, that, so long as the Borrower has made a good faith attempt to make any such payment on the specified date and such payment is not received on such date by the Administrative Agent 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 disruption or force majeure event no longer exists. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, If at any time the aggregate outstanding principal amount of the Loans exceeds the Loan Limit, Borrower shall, within two Business Days after written demand by the Agent, or by any Lender through the Agent, prepay the Loans and/or provide additional Collateral consisting of cash or Alesco Funding Securities or such other Collateral as may be mutually agreed upon by Borrower and the Agent having a Value sufficient to eliminate such excess, provided that if the aggregate outstanding principal amount of the Loans exceeds the Total Commitments, Borrower shall immediately prepay the Loans by an amount at least equal to such excess. (b) Borrower shall not permit any Utilization Period to exceed one hundred and fifty (150) days. Accordingly Borrower shall prepay all outstanding Loans and all accrued interest thereon on the 150th day of each Utilization Period (such a prepayment herein called a “Cleanup Payment”) and shall not make any borrowing hereunder for four consecutive Business Days following such prepayment. (c) Borrower may at any time and from time to time voluntarily prepay Loans the Loans, in whole or ratably in part part, without premium or penalty; provided that , upon prior notice to the Agent (i) who shall promptly notify each Lender thereof, but in no event later than one Business Day after the Agent receives such notice), which notice must be received by the Administrative Agent not later than prior to 11:00 a.m. three (A3) two Business Days prior to any the prepayment date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment, prepayment and the Type(s) Type of Loans to be prepaid and whether such Loan being prepaid is prepaid; provided that each prepayment of Eurodollar Loans on a WC Revolver Loan, day other than the last day of an Acquisition Loan or a Revolver LoanInterest Period shall require the payment of all amounts payable by Borrower pursuant to Section 3.04. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If Any such notice is given by the Borrowersshall be irrevocable, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all specified, together with accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of principal shall be in an amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. (d) Partial prepayments of the Loans shall be applied first to Base Rate Loans and then to Eurodollar Loans in such order as will minimize the amount payable by Borrower pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages3.04. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; . (c) Except with respect to (i) a Special Redetermination pursuant to Section 2.13(c), or (ii) a Borrowing Base adjustment pursuant to Section 2.13(d) or 2.13(e), in the Total Acquisition Outstandings event a Borrowing Base Deficiency exists after giving effect to any Redetermination, the Borrower shall, within ten (10) days following notice thereof from Administrative Agent, provide written notice (the "Election Notice") to Administrative Agent stating the action which the Borrower proposes to take to remedy such Borrowing Base Deficiency, and the Borrower shall thereafter, at any time exceed its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of principal on the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to the entire amount of such excess; Borrowing Base Deficiency within thirty (30) days of such election, (2) eliminate such Borrowing Base Deficiency by making six (6) consecutive mandatory prepayments of principal on the Loans each of which shall be in the amount of one sixth (1/6th) of the amount of such Borrowing Base Deficiency commencing on the first Monthly Date following the date on which such Borrowing Base Deficiency is determined to exist and continuing on each Monthly Date thereafter, and in connection therewith, the Credit Parties shall (A) dedicate a sufficient amount (as determined by Administrative Agent in its sole discretion) of the monthly cash flow from the Credit Parties' oil and gas properties to satisfy such payments, and (iiiB) execute and deliver such collateral assignments and/or security agreements in form and substance satisfactory to Administrative Agent which it may, in its discretion, require with respect thereto, or (3) within thirty (30) days following the Total Revolver Outstandings delivery of such Election Notice submit additional oil and gas properties owned by the Credit Parties for consideration in connection with the redetermination of the Borrowing Base which Administrative Agent and Required Lenders deem sufficient in their sole discretion to eliminate such Borrowing Base Deficiency. If a Borrowing Base Deficiency cannot be eliminated pursuant to this Section 2.04(c) by prepayment of the Loans in full (as a result of outstanding L/C Obligations), on each Monthly Date, the Borrower shall also deposit cash with Administrative Agent, to be held by Administrative Agent to secure outstanding L/C Obligations in the manner contemplated by Section 2.03, in an amount at least equal to one sixth (1/6th) of the balance of such Borrowing Base Deficiency (i.e., one-sixth of the difference between the Borrowing Base Deficiency and the remaining outstanding principal under the Loans on the date such Borrowing Base Deficiency is first determined to occur). In the event a Borrowing Base Deficiency shall occur (or an increase in any time exceed pre-existing Borrowing Base Deficiency shall occur) as a result of a Special Redetermination pursuant to Section 2.13(c), the Total Revolver Commitments then Borrower shall be required to make a mandatory prepayment of the Loans within thirty (30) days following receipt of notice of such Borrowing Base Deficiency (or increase in effect any pre-existing Borrowing Base Deficiency) in an amount equal to the Borrowers amount of such Borrowing Base Deficiency (or increase in any pre-existing Borrowing Base Deficiency). (d) Immediately upon the consummation by any Credit Party of any Asset Disposition, the Borrower shall immediately prepay Revolver make a mandatory prepayment on the Loans in an aggregate amount equal amount, if any, required to eliminate any Borrowing Base Deficiency. Notwithstanding the foregoing, in the event a Default or Event of Default is in existence on the date of the consummation of any Asset Disposition, all Net Cash Proceeds from any such excessAsset Disposition shall be applied as a mandatory prepayment on the Loans. (e) Immediately upon the incurrence by any Credit Party of any Debt described in clause (c) of the definition of Permitted Subordinate Debt, the Borrower shall make a mandatory prepayment on the Loans in an amount, if any, required to eliminate any Borrowing Base Deficiency. Notwithstanding the foregoing, in the event a Default or Event of Default is in existence on the date of the incurrence of any Permitted Subordinate Debt, all proceeds from any such Permitted Subordinate Debt shall be applied as a mandatory prepayment on the Loans.

Prepayments. (ai) The Borrowers Borrower may, upon notice to the Administrative Paying Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Paying Agent not later than 11:00 a.m. a.m. (A1) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; and (iiB) any prepayment of Eurodollar Rate Loans of either Type shall be in a principal amount of $500,000 10,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 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. (ii) Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. The Administrative Paying Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage ’s pro rata share of such prepayment. If such notice is given by the BorrowersBorrower, 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. . (iii) 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Commitment Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or and, if no Loans are outstanding, Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans Loans, the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar LIBO Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingnot have any minimum amount. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether and, if LIBO Rate Loans, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. 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. If such notice is given by the BorrowersLead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. All payments pursuant to this Section 2.05(a) shall first be applied to Tranche A Loan, and upon payment of the Tranche A Loans in full, shall be applied next to the Tranche A-1 Loans. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (i) the Total WC Revolver Tranche A Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments Tranche A Loan Cap as then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal necessary to eliminate such excess; providedexcess and which shall be applied, however(i) first, that to the Borrowers shall not be required Swing Line Loans, (ii) second, if there remains any excess after the payment made under clause (i), ratably to the outstanding Tranche A Loans, and (iii) third, if there remains any excess after the payments made under clauses (i) and (ii), to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(bObligations. (d) unless after If for any reason the prepayment in full aggregate Outstanding Amount of the WC Revolver Tranche A-1 Loans of the Total WC Revolver Outstandings exceed Tranche A-1 Lenders at any time exceeds the Total WC Revolver Commitments Tranche A-1 Loan Cap as then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect , the Borrowers shall shall, after making any payments required pursuant to Section 2.05(c), immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Tranche A-1 Loans in an aggregate amount equal to such excess. (e) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall prepay the Loans, and if an Event of Default has occurred and is continuing, Cash Collateralize the L/C Obligations with proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section 6.13 hereof.16 (f) Irrespective of whether a Cash Dominion Event then exists and is continuing, the Borrowers shall prepay the Loans and if an Event of Default has occurred and is continuing, Cash Collateralize the L/C Obligations, in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event.17 (g) Prepayments made pursuant to Sections (e) and (f) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Tranche A Loans, third, ratably to the outstanding Tranche A-1 Loans, fourth, to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Tranche A Lenders, as applicable.

Prepayments. (a) The Borrowers mayBorrower may from time to time prepay, without penalty or premium, all outstanding ABR Advances, or, in a minimum aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding ABR Advances upon one Business Day’s prior notice to the Administrative Agent. The Borrower may from time to time pay, upon two Business Days’ prior notice to the Administrative Agent, at subject to the payment of any time funding indemnification amounts required by Section 3.6 but without penalty or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that premium, (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date all of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans a Term SOFR Advance, or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (and provided such payment would not reduce the outstanding principal amount of such Term SOFR Advance to less than $500,000 or a whole multiple of $100,000 in excess thereof; and (iii5,000,000) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment portion of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesTerm SOFR Advance. (b) If If, on any date, Borrowing Base Debt exceeds the Borrowing Base, the Borrower shall, no later than one Business Day after such date (unless, for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser avoidance of (1) the Total WC Revolver Commitments then in effect and (2) doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Borrowing Base at on such timeBusiness Day), the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Letter of Credit Obligations in an aggregate amount accordance with this Section 2.6(b) such that (i) Borrowing Base Debt is equal to such excess; provided, however, that or less than the Borrowers shall not Borrowing Base or (ii) all Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be required to Cash Collateralize the L/C Obligations applied in connection with prepayments made pursuant to this Section 2.4(b) unless after 2.6 shall be applied, first, to the prepayment of Loans, and second, if the aggregate principal amount of Loans then outstanding is less than the amount of such prepayments because Letter of Credit Obligations constitute a portion thereof, the Administrative Agent shall deposit the balance of such prepayments in full a cash collateral account established with the Administrative Agent for the benefit of the WC Revolver Lenders on terms and conditions reasonably satisfactory to the Administrative Agent to Cash Collateralize Letter of Credit Obligations. The application of any prepayment of Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (iipursuant to this Section 2.6(b) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition be made, first, to ABR Loans in an aggregate amount equal and, second, to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessTerm SOFR Loans.

Prepayments. (a) The Borrowers may, upon notice Borrower shall have no right to prepay the Administrative Agent, principal amount of any Revolving Credit Loan or any Swing Loan other than as provided in this Section 2.7. (b) The Borrower may at any time or from time to time voluntarily prepay the outstanding principal amount of the Swing Loans in whole or ratably in part without premium or penalty; provided that part. (i) such The Borrower may at any time prepay the outstanding principal amount of the Loans in whole or ratably in part with the proceeds of Collateral. (ii) The Borrower may, upon at least one Business Day's prior notice must be received by to the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any stating the proposed date of prepayment the prepayment, prepay the outstanding principal amount of Eurodollar Rate the Loans and in whole (B) on together with accrued interest to the date of prepayment such prepayment) or ratably in part. Upon the giving of Base Rate Loans or Cost such notice of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a prepayment, the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate the Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans specified to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified therein. for each such prepayment. (iii) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Loans comprising part of the same Borrowing and Swing Loans equal to the amount by which (A) (I) the sum of the aggregate principal amount of Revolving Credit Loans, Letter of Credit Obligations and Swing Loans then outstanding MINUS (II) the aggregate amount then on deposit in the Cash Collateral Account and the L/C Cash Collateral Account exceeds (B) the lesser of the Revolving Credit Commitments and the Borrowing Base. (iv) Any prepayment of a made pursuant to this Section 2.7(c) shall be applied first to the Swing Loans outstanding and, if no Swing Loans are outstanding, then, to the Revolving Credit Loans outstanding. If (A) the only Loans outstanding are Eurodollar Rate Loan shall be accompanied by all accrued interest on Loans, (B) there are no Letter of Credit Obligations immediately due and payable, (C) the amount prepaidapplication of such immediately available funds will cause the Borrower to incur an obligation under Section 10.4 and (D) there is no Default or Event of Default then continuing, together with any additional amounts required pursuant to Section 3.5. Each then such prepayment shall be applied to deposited into the Loans Cash Collateral Account and shall be retained therein until one of the Lenders conditions set forth in accordance with their respective Applicable Percentages. clauses (bA) If for any reason through (iD) the Total WC Revolver Outstandings are no longer met, in which case such funds shall be applied as provided in this Section 2.7(c); PROVIDED, HOWEVER, that at any time exceed the lesser of only condition not met is the condition specified in clause (1) the Total WC Revolver Commitments B), then in effect and (2) the Borrowing Base at such time, the Borrowers funds shall immediately prepay WC Revolver Loans and/or Cash Collateralize be applied to fund the L/C Cash Collateral Account. (d) After the occurrence of a Default, an Event of Default or a Triggering Condition and until such Default or Event of Default has been cured or waived or the occurrence of a Triggering Condition Unwind, all immediately available funds in the Concentration Account shall be applied on the date on which they are immediately available first to the outstanding principal amount of the Swing Loans, next to the outstanding principal amount of the Revolving Credit Loans, and next to the other Obligations (other than any Letter of Credit Obligations), as more fully described in Section 5 of the Cash Collateral Account Agreement. Thereafter, the Borrower may direct the disposition of any funds remaining in the Concentration Account and the Investment Account; PROVIDED that, if a Default or an aggregate amount equal Event of Default shall have occurred and be continuing, then such funds in the Concentration Account and the Investment Account shall be used to cash collateralize the Letter of Credit Obligations, and thereafter, the Borrower shall direct the disposition of such excess; provided, however, that remaining funds. (e) All proceeds of Collateral received by the Borrowers Secured Parties after the giving of notice to the Borrower pursuant to clause (i) or (ii) of the first sentence of Section 8.2 shall not be required applied first to Cash Collateralize fund the L/C Obligations Cash Collateral Account, and if the L/C Cash Collateral Account has been fully funded pursuant to this Section 2.4(b) unless after 8.3, to repay any Swing Loans then outstanding together with accrued interest thereon, and if no Swing Loans or accrued interest are outstanding, ratably, to repay all other Loans outstanding together with accrued interest thereon, and if no such Loans or accrued interest are outstanding, then to repay the prepayment Secured Parties, ratably, in full respect of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessall other Obligations hereunder.

Prepayments. On or after the first Quarterly Payment Date, Plaintiffs shall have the option to accelerate and make earlier (a) The Borrowers may, upon notice to the Administrative Agent, in full or in part at any time or from time to time voluntarily prepay Loans time) any or all of the then-remaining Quarterly Payments. Any one or more of the Quarterly Payments that are so accelerated (in whole full or in. part) (hereinafter, each, a “Prepayment”) may be tendered in part without premium cash or. with the written consent of ▇▇▇▇▇▇▇▇ as to up to [***] of the shares of Prepayment Stock (as defined below). which consent may only be withheld, delayed, denied, or penalty; provided that conditioned in accordance with the provisions of footnote 4, by delivery of shares of Equivalent Stock (i) such notice must be received shares, the “Prepayment Stock”). Notwithstanding anything to the contrary contained herein, and for clarity, ▇▇▇▇▇▇▇▇’▇ consent rights in respect of the delivery of shares of Prepayment Stock shall only apply to up to [***] of such shares and ▇▇▇▇▇▇▇▇ does not have any consent rights in respect of the “other” [***] of such shares. If JanOne elects to make a Prepayment by delivery of Prepayment Stock, it shall provide ▇▇▇▇▇▇▇▇ with a Prepayment Notice in the manner set forth in Paragraph 3(N), below. ▇▇▇▇▇▇▇▇ shall have [***] days from receipt of the Prepayment Notice to consent or decline the request for Prepayment by the Administrative Agent not later than 11:00 a.m. (A) two Business delivery of Prepayment Stock. Any Prepayment that is to be made in cash shall be tendered within three Trading Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepaymentPrepayment Notice. If such notice is given by the BorrowersPrepayment in cash has not been so tendered, the Borrowers Prepayment Notice shall make such prepayment be void ab initio and shall be of no further effect. Any Prepayment that is to be made by delivery of shares of Prepayment Stock shall be based upon the payment amount specified same calculation modality as set forth in Paragraph 3(A)(2), above; however, rather than utilizing a Quarterly Payment Date in such notice [***], the date of the Prepayment Notice shall be due utilized in lieu thereof and payable on [***]. If [***], then the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans value of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser shares of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.Prepayment Stock to

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penaltypenalty (except as provided in Section 2.09(a)); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two 5:00 p.m. five (5) Business Days prior to any date of prepayment of Eurodollar Rate Loans prepayment; and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 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 Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersLead Borrower, the Borrowers shall make such prepayment prepayment, together with the Term Loan Prepayment Fee (if applicable), and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Term Loan shall be accompanied by all accrued interest on the amount prepaid. Each such prepayment shall be applied to the Term Loans of the Lenders in accordance with their respective Applicable Percentages and the amount of any such Term Loan Prepayment Fee shall be distributed to the Lenders in accordance with their respective Applicable Percentages. (b) [Reserved]. (c) The Borrowers shall prepay the Term Loans and to the extent required pursuant to the provisions of Section 6.13 hereof, subject to the ABL Intercreditor Agreement. (d) The Borrowers shall prepay the Term Loans in an amount equal to the Net Proceeds received by a Loan Party from any Prepayment Event; provided that with respect to (i) Revolving Priority Collateral and (ii) so long as no Event of Default shall then exist, Term Loan Priority Collateral, prepayments of Term Loans shall not be required to the extent such Net Proceeds are applied to Revolving Outstandings under the Revolving Credit Agreement. (e) Prepayments made pursuant to Section 2.05(c) and (d) above, first, shall be applied ratably to the outstanding Term Loans; second, shall be applied ratably to any other Obligations that are then due and owing, and, third, the amount remaining, if any, after the application of prepayments pursuant to clauses first through second above shall be remitted to the Lead Borrower. Any prepayment of a Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesTerm Loan Prepayment Fee (if applicable). (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, Company may at any time or and from time to time voluntarily prepay Loans repay the then outstanding Loans, in whole or in part part, without premium or penalty; provided that , upon written notice to the Lender (ior telephonic notice promptly confirmed in writing) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two 12:00 noon New York, New York time, one Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on Day before the date of prepayment. Each notice shall be irrevocable and shall specify the date and amount of repayment and whether such repayment is of the Term Loan or of Revolving Credit Loans or a combination thereof, and if a combination thereof, the amount of repayment allocable to each. Each partial prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans a Loan pursuant to this Section 3.03 shall be in a principal amount of $500,000 250,000 or a whole multiple multiples of $100,000 in excess thereof; and (iiib) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a To the extent that the Aggregate Revolving Credit Outstandings plus the aggregate principal amount of $500,000 or a whole multiple the Term Loan exceed the Borrowing Base as in effect at any time, the Companies shall immediately prepay Revolving Credit Loans to the extent necessary to cause compliance with the Borrowing Base and if such payments are insufficient to cause compliance with the Borrowing Base the Companies shall prepay the Term Loans to the extent necessary to cause compliance with the Borrowing Base. (c) Within 90 days of $100,000 in excess thereof the end of each fiscal year (commencing with the fiscal year ending March 31, 2002) or, in each caseif earlier, if lessfifteen (15) days after delivery of the Companies' audited fiscal year end financial statements, the entire Companies shall prepay the Term Loan in an amount equal to (x) Consolidated EBITDA calculated with respect to such fiscal year less the scheduled principal amount thereof then outstanding. Each such notice shall specify and interest paid with respect to the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Term Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any fiscal year, multiplied by (y) 12.5%. (d) Each prepayment of principal of a Eurodollar Rate Loan pursuant to this Section 3.03 shall be accompanied by all accrued interest to the date prepaid on the amount prepaid. All partial prepayments of the Term Loans, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans remaining installments of principal thereof in inverse order of maturity. Prepayments of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Term Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall may not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessreborrowed.

Prepayments. (a) The Borrowers may, upon notice to Borrower shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Loans any Borrowing selected by the Borrower in whole or in part without premium or penalty; provided that part, subject to prior notice in accordance with the terms set forth in this paragraph (a). Each prepayment pursuant to this paragraph (a) shall be applied to reduce pro rata all Loans comprising the designated Borrowing being prepaid. The Borrower shall notify the Agent (and in the case of prepayment of a Swingline Loan, the Swingline Bank) by telephone (confirmed in writing) of any prepayment hereunder (i) such notice must be received by in the Administrative Agent case of a prepayment of an ABR Borrowing, not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BHouston time) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; prepayment, (ii) any in the case of a prepayment of a Eurodollar Rate Loans shall be in a principal amount Loan, not later than 11:00 a.m. (Houston time) three Business Days before the date of $500,000 or a whole multiple of $100,000 in excess thereof; prepayment, and (iii) any in the case of a prepayment of Base Rate Loans or Cost a Swingline Loan, not later than 12:00 noon (Houston time) on the date of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall specify the prepayment date and the aggregate principal amount of such prepayment, the Type(s) of Loans each Borrowing or a portion thereof to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanrepaid. The Administrative Agent will promptly notify each Lender of its Promptly following receipt of each any such notice, and the Agent shall advise the Banks of the amount contents thereof. Each partial prepayment of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice any Borrowing shall be due and payable on in an amount that would be permitted in the date specified therein. Any prepayment case of an advance of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans Borrowing of the Lenders same Type as provided in accordance with their respective Applicable PercentagesSection 2.01(c). (b) If for any reason (i) The Borrower shall from time to time prepay the Total WC Revolver Outstandings Loans comprising part of the same Borrowing in such amounts as shall be necessary so that at any time exceed all times the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers of Loans outstanding shall not be in excess of the Total Commitment. Any prepayment required to Cash Collateralize by this Section 2.08(b) shall be due on the L/C Obligations date such prepayment accrues pursuant to this the preceding sentence. (c) Each prepayment of Eurodollar Loans shall be accompanied by a prepayment of accrued interest to the date of such prepayment on the principal amount prepaid. In the event of any prepayment of a Eurodollar Loan, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 2.4(b) unless after 2.12. Unless otherwise specified by the prepayment in full Borrower, all mandatory prepayments of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal first be applied to ABR Borrowings, and second to such excess; and (iii) Eurodollar Borrowings as the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessAgent may select.

Prepayments. (a) The Borrowers Any Borrower may, upon notice delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar EurodollarTerm SOFR Rate Committed Loans and (B) on the one Business Day prior to any date of prepayment of Base LIBOR Daily SOFR Rate Loans or Cost of Funds Base Rate Loans; (ii) any prepayment of Eurodollar EurodollarTerm SOFR Rate Committed Loans or LIBOR Daily SOFR Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and whether and, if EurodollarTerm SOFR Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. 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. If the applicable Borrower gives a prepayment notice, then such notice is given by the Borrowers, 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 prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.prepayment (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeAggregate Commitments, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; . (iic) No Bid Loan may be prepaid without the Total Acquisition Outstandings at any time exceed prior consent of the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessapplicable Bid Loan Lender.

Prepayments. (a) The Borrowers may, Borrower may prepay the Base Rate Loans upon not less than one (1) Business Days' prior notice to the Administrative AgentAgent (which shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at any time least $1,000,000 or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (ithe remaining aggregate principal balance outstanding on the Notes) such notice must and shall be received irrevocable and effective only upon receipt by the Administrative Agent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Loans which are Eurodollar Loans upon not less than two (2) Business Days' prior notice to the Administrative Agent not later than 11:00 a.m. (which shall promptly notify the Lenders) and otherwise on the same condition as for Base Rate Loans and in addition such prepayments of Eurodollar Loans shall be subject to the terms of Section 5.05 and, for each Eurodollar Loan, shall be in an amount equal to all of such Eurodollar Loans for the Interest Period prepaid; provided that, (A) two Business Days all such voluntary prepayments of Swing Line Loans shall require prior telephonic notice to any date the Swing Line Lender on or before 11:00 a.m. New York City time on the day of such prepayment of Eurodollar Rate Loans (such notice to be confirmed in writing within 24 hours thereafter); and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans all such voluntary partial prepayments shall be in a principal an aggregate minimum amount of $500,000 or a 200,000 and any whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for On each date the outstanding aggregate principal amount of the Revolving Loans and Swing Line Loans exceeds the Aggregate Commitments (including, without limitation, as a result of any reason (i) termination or reduction of the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timepursuant to Section 2.03(b)), the Borrowers Borrower shall immediately prepay WC Revolver the Revolving Loans and/or Cash Collateralize the L/C Obligations or Swing Line Loans (or both) on such date in an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such excess; provided, however, that the Borrowers shall not be prepayment. (c) Prepayments permitted or required to Cash Collateralize the L/C Obligations pursuant to under this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers 2.07 shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.be without premium or penalty, except as required under Section 5.05

Prepayments. (a) The Borrowers Borrower may, upon at least one Business Day's prior notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of the prepayment, at any time or from time to time voluntarily prepay the outstanding principal amount of the Loans in whole or ratably in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior part, together with accrued interest to any date of prepayment of Eurodollar Rate Loans and (B) on the date of such prepayment of Base Rate on the principal amount prepaid; PROVIDED, HOWEVER, that any such prepayment shall be applied first to the Swing Loans or Cost of Funds Rate Loansoutstanding, and then to the Revolving Credit Loans outstanding; (ii) any and, PROVIDED, FURTHER, that each partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof. Upon the giving of such notice of prepayment, the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate the Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans specified to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinfor such prepayment. Any prepayment The notice requirement in this Section 2.6(a) shall not apply to any application of a Eurodollar Rate Loan available funds pursuant to Section 2.6(c). (i) Upon receipt by the Borrower or any Subsidiary of the Borrower of Asset Sale Proceeds or EBWVA Sale Proceeds, the Borrower shall be accompanied by all accrued interest on forthwith prepay, in an amount equal to such Asset Sale Proceeds or EBWVA Sale Proceeds, as the amount prepaidcase may be, the Swing Loans outstanding, and if no Swing Loans are outstanding (determined after the foregoing application), the Revolving Credit Loans, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied accrued interest to the Loans date of the Lenders in accordance with their respective Applicable Percentagessuch prepayment. (bii) If for any reason (i) the Total WC Revolver Outstandings If, at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers sum of the aggregate principal amount of the outstanding Swing Loans, Revolving Credit Loans and Letter of Credit Obligations exceeds either the Commitments at such time or a Borrowing Base Deficiency exists, the Borrower shall immediately forthwith prepay WC Revolver the Swing Loans and/or Cash Collateralize the L/C Obligations then outstanding in an aggregate amount equal to such excess; provided, howevertogether with accrued interest thereon, and if there are no Swing Loans outstanding or if such prepayment does not eliminate such excess, the Revolving Credit Loans then outstanding to the extent necessary to eliminate such excess, together with accrued interest thereon, and if no Revolving Credit Loans are then outstanding, the Borrower shall forthwith cash collateralize such excess by paying to the Agent immediately available funds in the amount of such excess, which funds shall be held by the Agent as cash collateral on terms satisfactory to the Agent as long as and to the extent such excess exists. (c) The Borrower agrees that all available funds in the Borrowers Cash Collateral Account shall not be required applied first to Cash Collateralize accrued and unpaid interest on the L/C Loans to the extent then due and payable, next, PRO RATA, to the amount of the Swing Loans and any Reimbursement Obligations then outstanding, next to the outstanding principal amount of the Revolving Credit Loans and Loans deemed to be made by the Lenders pursuant to this Section 2.4(b) unless after 2.16(m), and next to any other Obligations then due and payable, then on any Business Day that any funds are on deposit in the prepayment Cash Collateral Account and no Default or Event of Default has occurred, the Borrower may direct the Agent to disburse such funds to the Borrower's disbursement account. The Borrower shall utilize funds on deposit in full of the WC Revolver Cash Collateral Account that are available to it pursuant to the terms hereof prior to requesting Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessbe made hereunder.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Borrower Representative to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans denominated in Dollars, and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 250,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. 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. If such notice is given by the BorrowersBorrower Representative, the Borrowers shall jointly and severally make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.53.05. Each Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings Administrative Agent notifies the Borrower Representative at any time exceed the lesser of (1) that the Total WC Revolver Outstandings at such time exceed an amount equal to the Aggregate Commitments then in effect and (2) the Borrowing Base at effect, then, immediately after receipt of such timenotice, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition and Swingline Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount least equal to such excess.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, Borrower may at any time or and from time to time voluntarily prepay Loans Loans, in whole or in part part, without premium or penalty; penalty (except as specifically provided that (i) such in the proviso of this sentence and in the penultimate sentence of this Section 2.07(a)), upon notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) two 12:00 noon, New York City time, not less than three Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Loans EurodollarSOFR Loans, and (B) no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid; provided that, if a EurodollarSOFR Loan is prepaid and whether on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.12. Each such Loan notice may be conditioned on the occurrence of one or more events (it being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The understood that the Administrative Agent will and Lenders shall be entitled to assume that the Loans contemplated to be prepaid by such notice are to be prepaid on the date indicated in such notice unless the Administrative Agent shall have received written notice revoking such notice of prepayment on or prior to the date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepaymentthereof. If any such notice is given by and not revoked on or prior to the Borrowersdate of prepayment indicated in such notice, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the case of each prepayment of Loans pursuant to this Section 3.5. Each 2.07(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be applied paid to the Loans of the appropriate Lenders in accordance with their respective Applicable Percentagespro rata share of such Loans. If any Repricing Event occurs prior to the date occurring 12 months after the ClosingAmendment No. 1 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.15(c) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of the Term B Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of such Repricing Event. (b) If Beginning on the Closing Date, the Borrower shall apply all Net Proceeds within ten (10) Business Days after receipt thereof to prepay Term Loans in accordance with clauses (d) and (e) below. (c) Not later than ten (10) Business Days after the date on which the annual financial statements are, or are required to be, delivered under Section 5.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for any reason such Excess Cash Flow Period and, if and to the extent the amount of such Excess Cash Flow is greater than $0, the Borrower shall apply an amount to prepay Term Loans equal to (i) the Total WC Revolver Outstandings at any time exceed Required Percentage of such Excess Cash Flow minus (ii) to the lesser extent not financed using the proceeds of long-term Debt (1) it being understood that drawings under the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeABL Credit Agreement are not considered to be proceeds of long-term Debt), the Borrowers shall immediately prepay WC Revolver amount of any voluntary payments of Term Loans and/or and amounts used to repurchase outstanding principal of Term Loans during such Excess Cash Collateralize Flow Period (plus, without duplication of any amounts previously deducted under this clause (ii), the L/C Obligations in an aggregate amount equal of any such voluntary payments and amounts so used to repurchase principal of Term Loans after the end of such excess; provided, however, Excess Cash Flow Period but before the date of prepayment under this clause (c)) pursuant to Sections 2.07(a) and Section 2.19 (it being understood that the Borrowers amount of any such payments pursuant to Section 2.19 shall be calculated to equal the amount of cash used to repay principal and not the principal amount deemed prepaid therewith); provided that, solely with respect to the fiscal year of the Borrower ended December 31, 2021, the Borrower shall not be required to Cash Collateralize the L/C Obligations make a payment pursuant to this Section 2.4(b2.07(c). Such calculation will be set forth in an Officer’s Certificate delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail. (d) unless after Amounts to be applied in connection with prepayments of Term Loans pursuant to this Section 2.07 shall be applied to the prepayment in full of the WC Revolver Term Loans in accordance with Section 2.14(a) until paid in full. In connection with any mandatory prepayments by the Total WC Revolver Outstandings exceed Borrower of the Total WC Revolver Commitments Term Loans pursuant to this Section 2.07, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or EurodollarSOFR Loans; provided that with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied (i) first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are EurodollarSOFR Loans in effect; a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.12 and (ii) on a pro rata basis with respect to each Class of Term Loans except to the Total Acquisition Outstandings extent any Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment provides that the Class of Term Loans incurred thereunder is to receive less than its pro rata share, in which case such prepayment shall be allocated to such Class of Term Loans as set forth in such Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment and to the other Classes of Term Loans on a pro rata basis. Each prepayment of the Term Loans under this Section 2.07 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.07(b) or 2.07(c) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender”) may elect, by delivering written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.07(b) or 2.07(c) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time exceed frame specified above or such notice fails to specify the Total Acquisition Commitments then principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount is greater than $0, such Declined Prepayment Amount shall be retained by the Borrower. For the avoidance of doubt, the Borrower may, at its option, apply any amounts retained in effect accordance with the Borrowers shall immediately preceding sentence to prepay Acquisition Loans loans in accordance with Section 2.07(a). (f) Notwithstanding any other provisions of this Section 2.052.07, (i) to the extent that any of or all the Net Proceeds of any Asset Sale by a Foreign Subsidiary (“Foreign Asset Sale”), the Net Proceeds of any Recovery Event from a Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow attributable to Foreign Subsidiaries would be prohibited or delayed by applicable local law from being repatriated to the United States, an aggregate amount equal to the Net Proceeds or Excess Cash Flow that would be so affected were the Borrower or a Restricted Subsidiary to attempt to repatriate such excess; and (iii) cash will not be required to be applied to repay Term Loans at the Total Revolver Outstandings times provided in this Section 2.07 so long, but only so long, as the applicable local law would not permit repatriation to the United States and, if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any such affected Net Proceeds or Excess Cash Flow is permissible under the applicable local law, even if such cash is not actually repatriated at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in such time, an aggregate amount equal to the amount of such excessNet Proceeds or Excess Cash Flow, as applicable, will be promptly (and in any event not later than ten Business Days) applied (net of an amount equal to the additional taxes of the Borrower, the Subsidiaries and the direct and indirect holders of Equity Interests in the Borrower that would be payable or reserved against and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower or the Restricted Subsidiaries to the repayment of the Term Loans pursuant to this Section 2.07 to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Proceeds of any Foreign Asset Sale or Foreign Recovery Event or Excess Cash Flow attributable to Foreign Subsidiaries would have material adverse tax consequences with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.07; provided that the Borrower will use commercially reasonable efforts to eliminate or reduce any such material adverse tax consequences to enable such repayment to be made; provided, further, that any such Net Proceeds prohibited by applicable local law from being repatriated shall remain in an escrow or segregated account and shall not be permitted to be reinvested or otherwise expended. (g) Any prepayment of Term Loans of any Class shall be applied to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.06 as directed by the Borrower and if not directed by the Borrower, in direct order of maturity thereof, or as otherwise provided in any Extension Amendment, any Incremental Assumption Amendment or any Refinancing Amendment.

Prepayments. (a) The Subject to Section 2.04(a), the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time time, voluntarily prepay Loans the Loan in whole or in part without premium or penaltypart; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of such prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingLoan. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersLead Borrower, the Borrowers shall make such prepayment prepayment, together with any Term Loan Prepayment Fee then due, and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders Loan in accordance with their respective the Applicable PercentagesPercentages of each Lender. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments Borrowing Base as then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess. (c) The Borrowers shall prepay the Loans in accordance with the provisions of Section 6.13 hereof. (d) The Borrowers shall prepay the Loans in an amount equal to 100% of the Net Proceeds received by a Loan Party on account of any Prepayment Event, such payments to be made as soon as practicable but in any event within five (5) days following the Borrowers’ receipt of such Net Proceeds (it being understood and agreed that such Net Proceeds shall be remitted to a Blocked Account immediately upon receipt by the Borrowers); provided that, so long as no Event of Default is then continuing, no such prepayment shall be required with respect to any Net Proceeds received on account of a Prepayment Event of the type described in clauses (b), (d) or (e) of the definition thereof if the Required Lenders have provided written notice to the Lead Borrower of such election to decline such prepayment. (e) The Borrowers shall repay to the Lenders on the Term Loan Termination Date the aggregate principal amount of Loans outstanding on such date.

Prepayments. (a) The Borrowers Borrower may, upon irrevocable notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent Lender not later than 11:00 a.m. (A) two three (3) Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each casethe case of either (ii) or (iii) above, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loanand, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeif LIBOR Rate Loans, and of the amount Interest Period(s) of such Lender's Applicable Percentage of such prepaymentLoans. If such notice is given by the BorrowersBorrower, 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 prepayment of a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages3.05. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments Loan Cap as then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver the Loans and/or and L/C Borrowings and Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.4(b2.04(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments Loan Cap as then in effect; . (iic) The Borrower shall prepay the Total Acquisition Outstandings at any time exceed Loans and, after the Total Acquisition Commitments then in effect occurrence and during the Borrowers continuance of an Event of Default or to the extent required by the provisions of Section 2.05(c), Cash Collateralize the L/C Obligations to the extent required pursuant to the provisions of Section 6.12 hereof. (d) The Borrower shall immediately prepay Acquisition the Loans (including L/C Borrowings) and, after the occurrence and during the continuance of an Event of Default or to the extent required by the provisions of Section 2.05(c), Cash Collateralize the other L/C Obligations in an aggregate amount equal to such excess; the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing. (e) Prepayments made pursuant to Section 2.04(b), (c) and (iiid) above, first, shall be applied ratably to the Total Revolver Outstandings L/C Borrowings, second, shall be applied ratably to the outstanding Committed Loans, third, after the occurrence and during the continuance of an Event of Default, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations (to the extent required hereunder) in full shall be deposited by the Lender in a deposit account of the Borrower and may be utilized by the Borrower in the ordinary course of its business to the extent otherwise permitted hereunder. Upon the drawing of any time exceed Letter of Credit that has been Cash Collateralized, the Total Revolver Commitments funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lender, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations, as and to the extent such other Obligations shall then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessbe due and payable.

Prepayments. (a) The Borrowers Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 before 10:00 a.m. (ANew York City time) two Business Days prior to any date of prepayment of Eurodollar for Base Rate Loans and (B) Advances on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; and (ii) any prepayment of upon at least two Business Days’ notice to the Agent for Eurodollar Rate Loans Advances, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant Section 8.4(c) as a result of such prepayment; provided that each prepayment pursuant to this Section 2.5(a) shall be in a an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If Additionally, if at any date the sum of the aggregate amount of all Revolving Credit Advances owed to any Bank by any Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for any reason all Letters of Credit issued at the request of such Borrower exceeds such Bank’s Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably repay the Revolving Credit Advances owed by such Borrower in a principal amount necessary so that (iafter giving effect to such repayment) the Total WC Revolver Outstandings sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at any time the request of such Borrower does not exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base such Bank’s Revolving Credit Commitment for such Borrower at such timedate. (c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall also pay accrued interest to the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize date of such payment on the L/C Obligations principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of Credit issued at the request of such Borrower and, second to be deposited in an aggregate amount equal to ▇▇ ▇▇▇▇ Collateral Account in respect of such excess; provided, however, that Borrower. (d) All amounts received by the Borrowers shall not be required to Cash Collateralize the L/C Obligations Collateral Agent pursuant to this Section 2.4(b) unless after any Security Document shall be applied first, to reimburse the prepayment Collateral Agent for all costs, fees, expenses and other amounts to the extent provided in full such Security Document, second, to ratably pay the principal of and interest of the WC Revolver Loans Revolving Credit Advances and unpaid drawings under Letters of Credit, third to ratably pay all other Obligations, and fourth to be deposited in one or more ▇▇ ▇▇▇▇ Collateral Accounts to the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at extent any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessLetters of Credit are outstanding.

Prepayments. (a) The Borrowers Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 before 10:00 a.m. (ANew York City time) two Business Days prior to any date of prepayment of Eurodollar for Base Rate Loans and (B) Advances on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; and (ii) any prepayment of upon at least two Business Days’ notice to the Agent for Eurodollar Rate Loans Advances, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such prepayment; provided that each prepayment pursuant to this Section 2.5(a) shall be in a an aggregate principal amount of $500,000 5,000,000 or a whole an integral multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If Additionally, if at any date the sum of the aggregate amount of all Revolving Credit Advances owed to any Bank by any Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for any reason all Letters of Credit issued at the request of such Borrower exceeds such Bank’s Revolving Credit Commitment for such Borrower at such date, such Borrower shall, on such date, ratably repay the Revolving Credit Advances owed by such Borrower in a principal amount necessary so that (iafter giving effect to such repayment) the Total WC Revolver Outstandings sum, for each Bank, of the aggregate amount of all Revolving Credit Advances owed to such Bank by such Borrower plus the aggregate amount of all Letter of Credit Liabilities held by such Bank for all Letters of Credit issued at any time the request of such Borrower does not exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base such Bank’s Revolving Credit Commitment for such Borrower at such timedate. (c) At the time of each payment pursuant to Section 2.5(b) by a Borrower, such Borrower shall also pay accrued interest to the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize date of such payment on the L/C Obligations principal amount paid and amounts, if any, required to be paid pursuant to Section 8.4(c) as a result of such payment. To the extent that any amount would be required hereunder to be applied to Revolving Credit Advances owed by any Borrower but for the fact that no Revolving Credit Advances to such Borrower remain outstanding, such Borrower will cause such amount first, to be paid on any outstanding unreimbursed drawings under Letters of Credit issued at the request of such Borrower and, second to be deposited in an aggregate amount equal to L▇ ▇▇▇▇ Collateral Account in respect of such excess; provided, however, that Borrower. (d) All amounts received by the Borrowers shall not be required to Cash Collateralize the L/C Obligations Agent pursuant to this Section 2.4(b) unless after any Security Document shall be applied first, to reimburse the prepayment Agent for all costs, fees, expenses and other amounts to the extent provided in full such Security Document, second, to ratably pay the principal of and interest of the WC Revolver Loans Revolving Credit Advances and unpaid drawings under Letters of Credit, third to ratably pay all other Obligations, and fourth to be deposited in one or more L▇ ▇▇▇▇ Collateral Accounts to the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at extent any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessLetters of Credit are outstanding.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at Borrower may prepay any time Borrowing of Term SOFR Loans or from time to time voluntarily prepay Base Rate Loans without premium or penalty and in whole or in part without premium or penalty; provided that (but, if in part, then (i) in an amount not less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) upon irrevocable notice must be received by to the Administrative Agent not later than 11:00 a.m. in the form of Exhibit E-3 (a “Paydown Notice”) (A) two in the case of any Borrowing of Term SOFR Loans, no later than 2:00 p.m. (New York time) on the date that is three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, such prepayment to be made by the Type(s) payment of Loans the principal amount to be prepaid and whether accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or any portion of the outstanding Swing Line Loans, upon delivery of a Paydown Notice to the Administrative Agent and the Swing Line Bank by 2:00 p.m. (New York time) on the date of repayment. In the case of Term SOFR Loans, any amounts owing under Section 2.11 hereof as a result of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepayment shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly notify advise each Lender Bank of its receipt any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of each such noticethis Agreement, be borrowed, repaid and borrowed again. (b) If the aggregate amount of outstanding Loans and L/C Obligations shall at any time for any reason exceed the Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such Lender's Applicable Percentage excess to the Administrative Agent for the ratable benefit of the Banks as a prepayment of the Loans and, if necessary, a prefunding of Letters of Credit. Immediately upon determining the need to make any such prepayment the Borrower shall notify the Administrative Agent of such required prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to accompanied by a payment of all accrued and unpaid interest on the Loans of the Lenders in accordance with their respective Applicable Percentagesprepaid and shall be subject to Section 2.11 hereof. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Borrower may, upon at least two (2) Business Days notice to the Agent and the Lenders received by 10:00 A.M. New York time in the case of A Advances bearing interest based on the LIBOR Rate, and upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be Agent and the Lenders received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) A.M. New York time on the date of prepayment in the case of A Advances bearing interest at the Base Rate Loans Rate, and subject always to the requirements of Section 8.04(b), prepay, pro rata, the outstanding amount of each A Advance, in whole or Cost in part, together, in each case, with accrued interest to the date of Funds Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans on the amount prepaid, provided that no such partial prepayment shall be in a principal amount of less than Ten Million Dollars ($500,000 or a whole multiple 10,000,000) and integral multiples of One Million Dollars ($100,000 1,000,000) if in excess thereof; and (iii) any prepayment . The outstanding principal balance of Base Rate Loans or Cost A Advances owing each Lender as of Funds Rate Loans December 17, 1996 shall be prepaid in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, full not later than the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount first Interest Payment Date of such prepaymentA Advances falling after December 17, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages1996. (b) The Borrower may not, except as permitted under subsection (d) of this Section 2.06, prepay any B Advance, except that the Borrower shall prepay such amounts when required pursuant to the provisions of this Agreement. (c) If it shall become unlawful for any reason Lender to continue to fund or maintain any Advance or to perform its obligations hereunder, such Lender shall notify the Borrower and the Agent, and such Lender shall use all reasonable efforts to change its lending office so that it can perform its obligations hereunder; provided that such Lender shall not be obligated to change its lending office if in its sole reasonable judgment it would be disadvantageous to do so. If such Lender does not change its lending office because it determines in its sole reasonable judgment that it is disadvantageous to do so or because such change would not render such Advance lawful, then such Lender shall notify the Agent and the Borrower, and shall make an A Advance, and the Borrower shall borrow such A Advance, at the Base Rate in an amount equal to the amount of the Advance currently outstanding and made by such Lender to the Borrower if in the sole reasonable judgment of such Lender such A Advance can lawfully be extended at the Base Rate. Simultaneously with making such A Advance at the Base Rate, the Advance then outstanding made available by such Lender to the Borrower shall be repaid by the Borrower. If any Lender makes a Base Rate Advance to the Borrower pursuant to subsection (ic) of this Section 2.06, the Total WC Revolver Outstandings Borrower may prepay such Advance, without penalty, at any time exceed upon five (5) Business Days notice. If despite such Lender's compliance with the lesser preceding provisions of this Section 2.06(c), or if the Borrower shall refuse to borrow an A Advance at the Base Rate as herein provided, and if it shall become unlawful for any Lender to fund or maintain any Advance or perform its obligations hereunder, upon demand by such Lender, the Borrower shall prepay in full the outstanding Advance made by such Lender, with accrued interest thereon and all other amounts payable by the Borrower hereunder, and upon such demand or any notice of prepayment the obligation of such Lender to make any Advance to the Borrower shall terminate. (1d) If at any time the Borrower shall, or may reasonably be expected to, be required to deduct and withhold, or indemnify any Lender with respect to, any Taxes (as defined in Section 2.09) (in each case, as evidenced by an opinion reasonably satisfactory in form and substance to the Agent and the Lenders from independent tax counsel reasonably satisfactory to the Agent and the Lenders) the Total WC Revolver Commitments then in effect Borrower may, upon at least four (4) Business Days notice to the Agent and (2) the Borrowing Base Lenders, prepay at such any time, pro rata, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize outstanding principal amount of each Advance, in whole or in part, together with accrued interest to the L/C Obligations in an aggregate date of prepayment on the amount equal prepaid and all other amounts then payable to such excessthe Lenders by the Borrower; provided, howeverthat if such Taxes relate to payments to fewer than all the Lenders (the "Affected Lenders"), the Borrower may, upon at least four Business Days notice to the Agent and the Affected Lenders, prepay, in whole or in part, pro rata (except as set forth in the following provision), the outstanding principal amount of Advances made by the Affected Lenders, with accrued interest thereon and all other amounts payable to the Affected Lenders by the Borrower (without prepaying any portion of any Advance made by any Lender that is not any Affected Lender); provided further, that if the Borrowers shall not be required rate of Taxes with respect to Cash Collateralize any Affected Lender is higher than with respect to another Affected Lender, the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full Borrower may prepay any portion of the WC Revolver Loans Advance made by the Total WC Revolver Outstandings exceed former Affected Lender without prepaying any portion of the Total WC Revolver Commitments then in effect; Advance made by the latter Affected Lender. The Agent shall give prompt written notice to the Lenders of any prepayments made under this paragraph (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessd).

Prepayments. (a) The Borrowers Borrower may, upon notice delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part part, without premium or penalty, subject to Section 3.05; provided that (ia) such notice Notice of Loan Prepayment must be received by the Administrative Agent not later than 11:00 a.m. a.m., New York City time, (Ai) two three Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (Bii) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (iib) any prepayment of Eurodollar Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, in each case, or if less, the entire principal amount thereof then outstanding; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, or if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver LoanLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice Notice of Loan Prepayment is given by the BorrowersBorrower, 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; provided that any such Notice of Loan Prepayment may state that such Notice of Loan Prepayment is conditioned upon the effectiveness of other credit facilities, the issuance of senior notes of the Borrower or the consummation of a specific transaction, in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant . Subject to Section 3.5. Each 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers mayBorrower will not, upon notice nor will it permit any of its Subsidiaries to, either directly or indirectly, voluntarily redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the Administrative Agentmaturity of, at Indebtedness of the Borrower or any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltyof its Subsidiaries; provided that (A) the Borrower and its Subsidiaries may at any time redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness under (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate outstanding Revolving Advances, Swing Line Loans and the L/C Obligations, and (ii) any Hedging Agreement; (B) the Borrower and its Subsidiaries may at any time (i) within sixty days of an entity becoming a Subsidiary, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness of such entity outstanding on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loanssuch entity becomes a Subsidiary; (ii) absent the existence of a Default or Unmatured Default, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any prepayment Indebtedness which is not subordinated in right of Eurodollar Rate Loans payment to Indebtedness outstanding hereunder; (iii) redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the 2013 Subordinated Notes, 2015 Subordinated Notes, 2020 Subordinated Notes, 2035 Convertible Notes, the Trust PIERS, the New Trust PIERS and any other Permitted Subordinated Debt; provided that at the time of any such redemption, purchase or payment under this clause (iii), (a) no Default or Unmatured Default shall have occurred and be in a continuing or result therefrom, (b) after giving effect to such redemption, purchase or payment, the cash and Cash Equivalents of the Borrower shall not be less than the sum of $50,000,000 plus the aggregate principal amount of $500,000 the Loans outstanding and (c) both before or after giving effect to the proposed redemption, purchase or payment on a whole multiple of $100,000 in excess thereofPro Forma Basis, the Leverage Ratio shall not exceed 3.50:1.00; and (iiiiv) other than in connection with the Tender Offer and the redemption of the Existing Subordinated Notes on the Existing Subordinated Notes Redemption Date, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the Existing Subordinated Notes; (C) the conversion of Indebtedness of the Borrower or any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and Subsidiaries to equity of the amount Borrower shall not be deemed a payment thereof for purposes of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment this Section 6.12; and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (iD) the Total WC Revolver Outstandings Borrower and its Subsidiaries may at any time exceed redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the lesser of (1) the Total WC Revolver Commitments then maturity of, any other Indebtedness in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to connection with a refinancing permitted by this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessAgreement.

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as follows: (a) The Borrowers may, upon Borrower may (and shall provide notice thereof to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BNew York City time) on the date of prepayment, and the Administrative Agent shall promptly distribute copies thereof to the Lenders), and if such notice is given, the Borrower shall, prepay the outstanding principal amounts of Loans made as part of the same Borrowing, in whole or ratably in part, together with (i) accrued interest to the date of such prepayment of Base Rate Loans or Cost of Funds Rate Loans; on the principal amount prepaid and (ii) any prepayment in the case of Eurodollar Rate Loans shall be in a principal Loans, any amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, payable to the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required Lenders pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess4.04(b); provided, however, that (a) each partial prepayment shall be in an aggregate principal amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the Borrowers Borrower shall not be required to Cash Collateralize prepay any Facility B Loans unless and until all Facility A Loans have been prepaid in full in cash. (b) On the L/C Obligations date of any termination or optional or mandatory reduction of the Facility A Revolving Commitments pursuant to this Section 2.4(b) unless after 2.03, the prepayment Borrower shall pay or prepay the principal outstanding on the Facility A Revolving Loans in full in cash in an amount equal to the excess of (i) the sum of the WC Revolver aggregate principal amount of the Facility A Revolving Loans outstanding (after giving effect to all Extensions of Credit to be made on such date and the Total WC Revolver Outstandings exceed application of the Total WC Revolver Commitments then in effect; proceeds thereof) over (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal of the Facility A Revolving Commitments (following such termination or reduction, if any), together with (x) accrued interest to the date of such excess; prepayment on the principal amount repaid and (iiiy) in the Total Revolver Outstandings at case of prepayments of Eurodollar Rate Loans, any time exceed amount payable to the Total Revolver Commitments then in effect Lenders pursuant to Section 4.04(b). Any payments and prepayments required by this subsection (b) shall be applied to outstanding ABR Loans up to the Borrowers shall immediately prepay Revolver Loans in an aggregate full amount equal thereof before they are applied to such excessoutstanding Eurodollar Rate Loans.

Prepayments. (a) The Borrowers may, Borrower may prepay Base Rate Loans upon not less than one (1) Business Day's prior notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the prepayment date (which shall be a Business Day) and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given the prepayment (which shall be at least $500,000 or the remaining aggregate principal balance outstanding on the relevant Note) and shall be irrevocable and effective only upon receipt by the BorrowersAgent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued provided that interest on the amount principal prepaid, together with any additional amounts required pursuant accrued to Section 3.5. Each such the prepayment date, shall be applied paid on the prepayment date. The Borrower may prepay Eurodollar Loans on the same condition as for Base Rate Loans (but with three (3) days advance notice) and in addition such prepayments of Eurodollar Loans shall be subject to the Loans terms of Section 5.05 and shall be in an amount equal to all of the Lenders in accordance with their respective Applicable PercentagesEurodollar Loans for the Interest Period prepaid. (b) If for If, after giving effect to any reason termination or reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(c), the outstanding aggregate principal amount of the Loans plus the LC Exposure exceeds the Aggregate Maximum Credit Amounts, the Borrower shall (i) prepay the Total WC Revolver Outstandings at any time exceed Loans on the lesser date of (1) such termination or reduction in an aggregate principal amount equal to the Total WC Revolver Commitments then in effect excess, together with interest on the principal amount paid accrued to the date of such prepayment and (2ii) if any excess remains after prepaying all of the Loans, pay to the Agent on behalf of the Lenders an amount equal to the excess to be held as cash collateral as provided in Section 2.10(b) hereof. (c) Upon any adjustment or redetermination of the amount of the Borrowing Base at (but not Scheduled Borrowing Base Reductions) in accordance with Sections 2.07(d), 2.08, 8.08(c) or 9.14 or otherwise, if the adjusted or redetermined Borrowing Base is less than the sum of the aggregate outstanding principal amount of the Loans and the LC Exposure (a "Borrowing Base Deficiency"), then the Borrower shall within 45 days of receipt of written notice thereof cure such time, Borrowing Base Deficiency by either prepaying the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate principal amount equal to such excess; provided, howevertogether with interest on the principal amount paid accrued to the date of such prepayment or provide additional Collateral to secure the Indebtedness to the reasonable satisfaction of the Lenders. (d) Following a casualty loss to all or any part of the Oil and Gas Properties constituting the Borrowing Base, that all insurance proceeds payable to the Borrowers Borrower and not used by the Borrower to repair or replace such Properties shall be used by the Borrower to prepay the Loans. The Borrowing Base shall be reduced by an amount reasonably determined at the time by the Agent to reflect the contribution to the Borrowing Base of such Oil and Gas Properties not be repaired or replaced. (e) Prepayments permitted or required to Cash Collateralize the L/C Obligations pursuant to under this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers 2.07 shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.be without premium or penalty, except as required under Section 5.05

Prepayments. (ai) The Borrowers Borrower may, upon from time to time, by giving notice to the Administrative AgentAgent no later than three Business Days before the date of the prepayment, at any time prepay, without premium or from time to time voluntarily prepay Loans penalty and in whole or in part without premium or penalty; provided that (i) such notice must be received by part, the Administrative Agent not later than 11:00 a.m. principal amount of any Borrowing so long as: (A) two Business Days prior the notice by the Borrower specifies the amount and Borrowing to any date of prepayment of Eurodollar Rate Loans and be prepaid, (B) on the date of each voluntary partial prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall must be in a principal amount of not less than $500,000 1,000,000 or a whole greater integral multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or1,000,000, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all plus accrued interest on the amount prepaidprepaid to the date of such prepayment, and (C) the Borrower shall pay the Funding Loss, if any, within 5 Business Days following an affected Lender's demand and delivery to the Borrower of the certificate as provided in Section 3.18. Conversions on the last day of Interest Period pursuant to Section 3.10 are not prepayments. (ii) The Borrower shall promptly notify the Administrative Agent upon the receipt of any Net Cash Proceeds of any Debt Event and, at any time that any such Net Cash Proceeds received and not previously applied to any prepayment pursuant to this Section 3.2(c)(ii) shall equal or exceed $10,000,000, the Borrower shall prepay Borrowings, together with payment of any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timeFunding Losses, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations as applicable, 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 2.4(b) unless after the prepayment in full 100% of the WC Revolver Loans Net Cash Proceeds of such Debt Event. (iii) If at any time, the Total WC Revolver Outstandings sum of the aggregate principal amount of Borrowings outstanding shall exceed the Total WC Revolver Commitments then total Commitments, the Borrower shall forthwith prepay Borrowings, in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate a principal amount equal to such excess; , together with accrued interest to the date of such prepayment on the principal amount of Borrowings prepaid and any Funding Losses owing in connection therewith. (iiiiv) Prepayments of the Total Revolver Outstandings Borrowings pursuant to this Section 3.2 shall be applied, first, to prepay Base Rate Borrowings, second, to prepay any LIBOR Rate Borrowing that has an Interest Period the last day of which is the same as the date of such requirement prepayment, and, third to prepay other LIBOR Rate Borrowings, as selected by the Borrower, or, at any time exceed the Total Revolver Commitments then in effect Borrower's option, to cash collateralize such other LIBOR Rate Borrowings (which cash collateral will be applied on the Borrowers shall immediately last day of the Interest Period of each such LIBOR Rate Borrowing to prepay Revolver Loans in an aggregate amount equal to such excessLIBOR Rate Borrowings).

Prepayments. (a) The Borrowers Borrower may, upon notice to three (3) Business Days prior notice, voluntarily prepay the Administrative Agent, Term Loans in whole or in part (but in no event may such prepayment be less Five Hundred Thousand Dollars ($500,000)) at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltytime; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) that, any prepayment of Eurodollar a LIBOR Rate Loans Loan shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans subject to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinSection 2.10. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on and unpaid interest. Any partial prepayment of the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment Term Loan shall be applied to the Loans of the Lenders as set forth in accordance with their respective Applicable PercentagesSection 2.9(f). (b) If for To the extent that an Overadvance exists, Borrower shall repay such Overadvance as provided in Section 2.1(a). (c) Subject to any reason limitations under Section 7.1 hereof, upon any Asset Sale or series of Asset Sales (iother than an Asset Sale or series of Asset Sales consisting of Trading Assets), in either event outside of the ordinary course of Borrower’s or any Guarantor’s business, Borrower shall prepay or cause to be prepaid the Obligations in an amount equal to with respect to any Asset Sales by a Person included in the Dekania Group, seventy five percent (75%) of the Total WC Revolver Outstandings at any time exceed the lesser net cash proceeds of such sale or disposition (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such timei.e., the Borrowers gross proceeds less the reasonable and customary costs of such sale or other dispositions) (“Net Cash Proceeds”), or with respect to any other Guarantor, ten percent (10%) of the Net Cash Proceeds, in either event upon Borrower’s or any Guarantor’s receipt thereof. Such prepayments shall immediately be applied as set forth in Section 2.9(f). (d) Contemporaneously with the receipt by a Person included in the Dekania Group of any proceeds from the incurrence of any Indebtedness (other than Permitted Indebtedness) or receipt by a Person included in the Dekania Group of additional contributions on account of Capital Stock (other than from Parent or Affiliates of Borrower) or Net Cash Proceeds from the issuance of additional Capital Stock of a Person included in the Dekania Group (other than from Parent or Affiliates of Borrower and excluding for all purposes any Net Cash Proceeds attributable to a return of capital from Deep Value), Borrower shall prepay WC Revolver Loans and/or Cash Collateralize or cause to be prepaid the L/C Obligations in an aggregate amount equal to one hundred percent (100%) of such excess; provided, however, that proceeds. Such prepayments shall be applied as set forth in Section 2.9(f). (e) Contemporaneously with the Borrowers shall not be required receipt thereof by Borrower or any Guarantor of any additional consideration paid by ATP related to Cash Collateralize the L/C Obligations pursuant to this earn-out payments under Section 2.4(b3(b) unless after the prepayment in full of the WC Revolver Loans Master Agreement, Borrower shall prepay or cause to be prepaid the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans Obligations in an aggregate amount equal to one hundred percent (100%) of such excess; payments. Such prepayments shall be applied as set forth in Section 2.9(f). (f) All amounts prepaid pursuant to Sections 2.9(a), (b), (c), (d) and (iiie) shall be applied ratably to Term Loan A and Term Loan B in the Total Revolver Outstandings at any time exceed inverse order of maturity, after payment of accrued and unpaid interest thereon. Subject to the Total Revolver Commitments application described above, prepayments shall first be applied to Base Rate Loans, and then in effect the Borrowers to LIBOR Rate Loans. All prepayments of LIBOR Rate Loans shall immediately prepay Revolver Loans in an aggregate amount equal be subject to such excessSection 2.10.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Committed Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. Any prepayment of a Committed Loan with respect to which the Borrower has agreed to pay an Alternative Rate to the Alternative Rate Lender shall also be accompanied by any relevant Breakage Amount. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) , the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers Borrower shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrowers Subject to the payment of any Early Termination Fee required under Section 2.08(b) hereof, the Borrower may, upon notice from the Borrower to the Administrative AgentAgent (which notice may be revocable if such notices states that the such prepayment is contingent upon the refinancing in full of the credit facility provided hereunder, or the occurrence of any similar transaction, and such refinancing or other transaction does not occur), at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans prepayment; and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate (x) Committed Revolving Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof; , and (iiiy) any prepayment of Base Rate Loans or Cost of Funds Rate Loans the Term Loan shall be in a principal amount of $500,000 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, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Commitments then in effect and (2) the Borrowing Base at such time, the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments Maximum Revolving Loan Amount as then in effect effect, the Borrowers Borrower shall immediately prepay Revolver the Committed Revolving Loans in an aggregate amount equal to such excess. (c) The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations (to the extent that any such L/C Obligations are not already Cash Collateralized) with proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section 6.13 hereof. (d) The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations (to the extent that any such L/C Obligations are not already Cash Collateralized) in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event. (e) Upon the expiration of any Letter of Credit, or any reduction in the amount of any Letter of Credit, the Borrower shall immediately prepay the Loans then outstanding with the cash collateral held by the applicable L/C Issuer on account of such Letter of Credit in an amount equal to (i) in the case of the expiration of such Letter of, the aggregate amount of Cash Collateral held by the applicable L/C Issuer on account of such Letter of Credit prior to giving effect to such prepayment, and (ii) in the case of any reduction in the amount of such Letter of Credit, (A) the aggregate amount of Cash Collateral held by the applicable L/C Issuer on account of such Letter of Credit prior to giving effect to such prepayment minus (ii) the amount of cash collateral required to Cash Collateralize the aggregate undrawn amount available to be drawn on such Letter of Credit after giving effect to the reduction thereof, in accordance with Section 2.03(f). (f) Prepayments made pursuant to Section 2.04(c), (d) and (e) above, first, shall be applied to the outstanding Committed Revolving Loans; second, shall be used to Cash Collateralize the remaining L/C Obligations (to the extent that any such L/C Obligations are not already Cash Collateralized); third, shall be applied ratably to the outstanding Term Loan; and, fourth, the amount remaining, if any, after the prepayment in full of all Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the applicable L/C Issuer.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two on the Business Days Day prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; and (ii) any prepayment of Eurodollar Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ’s Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified NYI- 4560366v1139 in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (a) [Reserved.] (b) If for any reason (i) the Total WC Revolver Outstandings Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at effect, then, within two Business Days after receipt of such timenotice, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or the Borrower shall Cash Collateralize the L/C C-BA Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C C-BA Obligations pursuant to this Section 2.4(b2.05(c) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect; (ii) the Total Acquisition Outstandings . The Administrative Agent may, at any time exceed and from time to time after the Total Acquisition Commitments initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations. (c) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C-BA Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Acquisition Loans and/or Cash Collateralize L/C-BA Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount of Loans and L/C-BA Obligations denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C-BA Obligations pursuant to this Section 2.05(d) unless, after the prepayment in full of the Loans, the Outstanding Amount of all Loans and (iii) L/C-BA Obligations denominated in Alternative Currencies exceeds the Total Revolver Outstandings Alternative Currency Sublimit then in effect. The Administrative Agent may, at any time exceed and from time to time after the Total Revolver Commitments then initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in effect order to protect against the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excessresults of further exchange rate fluctuations.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, prepayment and the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loanprepaid. 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. If such notice is given by the BorrowersBorrower, 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 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 3.53.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Total WC Revolver Outstandings at any time exceed the lesser of (1) the Total WC Revolver Aggregate Commitments then in effect and (2) the Borrowing Base at such timeeffect, the Borrowers Borrower shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.4(b2.05(b) unless after the prepayment in full of the WC Revolver Loans the Total WC Revolver Outstandings exceed the Total WC Revolver Aggregate Commitments then in effect. (c) Any Net Cash Proceeds that are Excess Sale Proceeds shall be immediately applied as a mandatory prepayment on the Loans. (d) Any Extraordinary Receipts shall be immediately applied as a mandatory prepayment on the Loans; (iiprovided, however, that prepayments under this Section 2.05(d) shall not be required until the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; of unapplied Extraordinary Receipts exceeds $5,000,000. (e) The aggregate amount of all prepayments under Section 2.04(c) and (iiid) in excess of $20,000,000 shall reduce the Total Revolver Outstandings at any time exceed Aggregate Commitments by the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to of such excess.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily Borrower may prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans Advances LIBOR Advances or Cost of Funds Rate Loans; (ii) Advances in accordance with the terms of the Line of Credit Note. If at any prepayment of Eurodollar Rate Loans shall be in a time, the aggregate principal amount of $500,000 or a whole multiple all Advances under the Line of $100,000 in excess thereof; Credit Note shall exceed the lesser of the Borrowing Base and (iii) any prepayment the Line of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lessCredit, the entire principal amount thereof then outstanding. Each such notice Borrower shall specify the date and amount of such prepayment, the Type(s) of Loans to be prepaid and whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and immediately prepay so much of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowersoutstanding principal balance, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all together with accrued interest on the amount prepaidportion of principal so prepaid as shall be necessary in order that the unpaid principal balance, together with any additional amounts required pursuant after giving effect to Section 3.5such prepayments, shall not exceed the lesser of the Borrowing Base and the Line of Credit. Each Any such prepayment shall will, at the option of the Bank, be applied first to the Loans payment of all costs and expenses incurred by the Bank and arising out of this Agreement, the Notes or any Related Agreement and which has not been paid or reimbursed to the Bank, then to accrued interest to the date of the Lenders in accordance with their respective Applicable Percentagesprepayment and the remainder to the outstanding principal. (b) Notwithstanding any other provision of this Agreement, (i) if, after the date of this Agreement, the introduction of or any change in any law or regulation (or change in the interpretation thereof by regulatory authorities) applicable to the Bank, shall make it, or (ii) if any central bank or other governmental authority having jurisdiction over the Bank shall assert that it is, unlawful for the Bank to perform its obligations hereunder to make LIBOR Advances to the Borrower or to continue to fund or maintain LIBOR Advances to the Borrower hereunder, then, on notice thereof by the Bank to the Borrower, (A) the obligation of the Bank to the Borrower to make LIBOR Advances shall terminate, and (B) within five (5) Business Days after the Bank gives notice, the Borrower shall prepay in full all such LIBOR Advances then outstanding, which the Bank is prohibited from maintaining or continuing, together with interest accrued thereon, provided, however, the Borrower may elect to convert all outstanding LIBOR Advances to Base Rate Advances. (c) The Borrower may, at its option, prepay any Base Rate Advances, in whole or in part, at any time, without fee or premium. (d) If for at any reason time (i) the Total WC Revolver Outstandings interest rate on the Line of Credit is a fixed rate, and (ii) Bank in its sole discretion should determine that current market conditions can accommodate a prepayment request, Borrower shall have the right at any time exceed and from time to time to prepay the lesser Line of Credit in whole or in part, in minimum increments of $100,000, and Borrower shall pay to Bank a make whole premium in an amount computed as follows: The current rate for United States Treasury securities (1bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the Total WC Revolver Commitments then maturity date of the term chosen pursuant to the Fixed Rate Election as to which the prepayment is made, shall be subtracted from the "cost of funds" component of the fixed rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no make whole premium. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and (2) multiplied by the Borrowing Base at such time, number of days remaining in the Borrowers shall immediately prepay WC Revolver Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations term chosen pursuant to this Section 2.4(b) unless after the Fixed Rate Election as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above-referenced United States Treasury security rate and the number of days remaining in full the term chosen pursuant to the Fixed Rate Election as to which the prepayment is made. The resulting amount shall be the make whole premium due to Bank upon prepayment of the WC Revolver Loans fixed rate loan. Each reference in this paragraph to "Fixed Rate Election" shall mean the Total WC Revolver Outstandings exceed effective election by Borrower pursuant to paragraph 2.2 of this Loan Agreement and the Total WC Revolver Commitments then in effect; (ii) the Total Acquisition Outstandings at any time exceed the Total Acquisition Commitments then in effect the Borrowers shall immediately prepay Acquisition Loans in an aggregate amount equal to such excess; and (iii) the Total Revolver Outstandings at any time exceed the Total Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess.Line of Credit Note of a