Common use of Prepayments Clause in Contracts

Prepayments. (a) The 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) on the date of prepayment of Base Rate Loans; (ii) any prepayment of 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 $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; , and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 (x) the date and amount of such prepayment and (y) the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective the Lenders’ Pro Rata Shares. (b) The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made by such Swing Line Lender in whole or in part without premium or penalty; provided that (i) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments Commitment then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitment then in effect.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share pro rata share of such prepayment. If such notice is given by the any Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Sharespro rata shares of such prepayment. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that no Borrower shall be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Upon the occurrence of a Change in Control, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrowers that the Aggregate Commitments and the Commitment of each Lender shall terminate as of the date of such notice. If such notice of termination has been requested by the Required Lenders, the Administrative Agent shall also, at that time or later, at the request of the Required Lenders, additionally notify the Borrowers that they shall prepay the Outstanding Amount of their Loans and/or Cash Collateralize the Outstanding Amount of their L/C Obligations, and each Borrower agrees that upon such additional 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) 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 Borrower 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 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; (ii) any prepayment of Eurodollar Rate Loans shall be part, in a principal amount minimum amounts of $5,000,000 or a whole higher integral multiple of $1,000,000 in excess thereof; and (iii) any provided that the Company may make a prepayment of Base 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 $1,000,000 or a whole all Base Rate Loans will be an integral multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding1,000,000). Each such Such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each any such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany, the Borrower 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 thereon, together with to the date of prepayment on the amount prepaid and any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares3.4. (bd) If for any reason the Outstanding Amount of all Bid Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excessmay not be voluntarily prepaid.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time may prepay without premium or from time to time voluntarily prepay Loans penalty and in whole or in part without premium or penalty; provided that (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $500,000 and integral multiples of $100,000 in excess thereof, (ii) if such Borrowing is of LIBOR Loans, in an amount not less than $2,000,000 and integral multiples of $1,000,000 in excess thereof and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of LIBOR Loans upon three Business Days' prior notice must be received by to the Administrative Agent not or, in the case of a Borrowing of Base Rate Loans, notice delivered to the Agent no later than 11:00 10:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BChicago time) on the date of prepayment, such prepayment to be made by the payment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a the principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; to be prepaid and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify accrued interest thereon to the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such fixed for prepayment. If such notice is given by In the Borrowercase of LIBOR Loans, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment any amounts owing under Section 2.11 hereof as a result of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied paid contemporaneously with such prepayment. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the Loans terms and conditions of the Lenders in accordance with their respective Pro Rata Sharesthis Agreement, be borrowed, repaid and borrowed again. (b) If At any time that the Borrower becomes aware, or should have become aware (pursuant to Borrower's ordinary business practices) that the aggregate amount of outstanding Loans shall at any time for any reason exceed the Outstanding Amount of all Loans at any time exceeds the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, immediately notify the Agent of this determination. Within two (2) Business Days of the delivery of the notice described in the preceding sentence, the Borrower shall, without further notice or demand, pay the amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment of the Loans. Each such prepayment shall immediately prepay be accompanied by a payment of all accrued and unpaid interest on the Loans in an aggregate amount equal prepaid and shall be subject to such excessSection 2.11.

Prepayments. (a) The Borrower 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; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerBorrowersBorrower Agent, the Borrower 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 thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay 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 theoutstanding L/C 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 2.04(b) unless, after the prepayment in full of the Loans, the Total Outstandings continue to exceed the lesser of the Borrowing Base and the Aggregate Commitmentsthen in effect.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The 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., New York time, (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower Company may, upon written notice or telephonic notice confirmed in writing 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 written or telephonic notice must be received by the Administrative Agent not later than 11:00 9:00 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each caseof clause (ii) and (iii) above, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender (by telecopy, telex, other electronic means or telephone) of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the Borrower 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 of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each Subject to Section 2.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, then the Borrower Company shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon notice 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 that (i) such notice must be received by the Administrative Agent Lender 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount Interest Period(s) of such Lender’s Pro Rata Share of such prepaymentLoans. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares3.05. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments Commitment then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Commitment then in effect.

Prepayments. (a) The 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 Loansthe prepayment; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 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 and the Type(s) of Loans to be prepaidprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Revolving Outstandings at any time exceeds exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The 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 Federal Funds Rate Loans; and (ii) any prepayment of 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 $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The 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. 9:00 a.m., San Francisco time, (A) two three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Loans; and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. The Borrower shall have no right to prepay any principal amount of any Loans other than as follows: (a) The Borrower may, upon 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 of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof; and thereof (iiior 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 prepayment termination or optional or mandatory reduction of Base Rate Loans the Commitments shall be in a principal occur pursuant to Section 2.03(a) or (b) or (ii) the Total Outstandings shall exceed the aggregate amount of $1,000,000 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 orfull, provide cash collateral pursuant to the Cash Collateral Agreement, to secure remaining LC Outstandings, and third, cause an amount of Letters of Credit to be cancelled (if necessary after taking into account the payments and provision of cash collateral in the 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 and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to the excess, as applicable, of (A) the Total Outstandings over (B) the aggregate amount of the 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 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 Euro Sublimit, (ii) all LC Outstandings denominated in Indian Rupees shall exceed the Indian Rupee Sublimit, or (iii) the aggregate Dollar Equivalent of all LC Outstandings denominated in Canadian Dollars shall exceed the Canadian Dollar Sublimit, the Borrower shall 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 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 (ii) in the 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 prior to the time of such release, there has become, or there becomes, due and payable any prepayment of any Loans under this Agreement, the Borrower hereby directs the Administrative Agent to apply the proceeds of such release of cash collateral to such prepayment of such Loans and agrees that any such request is a confirmation of such direction.

Prepayments. (ai) The 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 2.08(b) 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; (iiy) any prepayment of Eurodollar LIBOR 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 $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 outstandingoutstanding or such lesser amount as is acceptable to the Agent; and (z) no portion of the Tranche A Term Loan shall be prepaid unless and until the Tranche A-1 Term Loan has been paid in full. Each such notice shall specify the date and amount of such prepayment 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 prepaidprepaid and, if LIBOR Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, 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 Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each 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 Pro Rata SharesApplicable 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, 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. (b) If for In connection with any reason Disposition of any Intellectual Property or related assets of the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effectBorrower or its Subsidiaries, the Borrower shall immediately prepay the Loans in an aggregate amount equal to the then applicable LTV Percentage of the orderly liquidation value of such excessassets 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 any Disposition of any assets of the Borrower or its Subsidiaries (other than Permitted Dispositions of the type referred to in clauses (d), (e) and (f) of the definition thereof), the Borrower shall prepay the Loans in an amount equal to 100% of the Net Proceeds from the Disposition of such Collateral; provided that the Borrower shall have the right to reinvest such Net Proceeds, if such Net Proceeds are reinvested (or committed to be reinvested) within 365 days and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days thereafter. (d) Upon receipt of the aggregate net proceeds of the Optional Capital Raise, the Borrower shall prepay the Loans in such amount as will cause the Loan to Value Ratio to be at least five (5%) percent less than such Loan to Value Ratio immediately prior to giving effect to such prepayment. (e) The Borrower shall prepay the Term Loans to the extent required pursuant to Section 2.16 hereof. (f) The Borrower shall prepay the Loans to the extent required pursuant to the provisions of Section 6.12 hereof. (g) 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 due 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 above shall be applied ratably to the remaining scheduled installments of principal due in respect of the Tranche A-1 Term Loan in the inverse order of maturity. Prepayments made pursuant to Section 2.04(b), (c) and (d) above first, shall be applied ratably to the remaining scheduled installments under Section 2.06(a) of principal due in respect of the Tranche A-1 Term Loan in the inverse order of maturity, second, shall be applied ratably to the remaining scheduled installments under Section 2.06(a) of principal due in respect of the Tranche A Term Loan in the inverse order of maturity, third, shall be applied to any outstanding Swing Line Loans, and fourth, shall be applied ratably to the outstanding Revolving Loans. Prepayments made pursuant to Section 2.04(a)(ii) and (f) above first, shall be applied to any outstanding Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Loans, third, after the occurrence and during the continuance of an Event of Default, be applied ratably to the remaining scheduled installments of principal due in respect of the Tranche A-1 Term Loan in the inverse order of maturity, and fourth, after the occurrence and during the continuance of an Event of Default, be applied ratably to the remaining scheduled installments of principal due in respect of the Tranche A Term Loan in the inverse order of maturity.

Prepayments. (a) The 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) on the date of prepayment of Base Rate Loans; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; , and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 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 (x) the date and amount of such prepayment and (y) the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective the Lenders’ Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments Commitment then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitment then in effect.

Prepayments. (a) The Except as may otherwise be expressly provided in this Note and the other Loan Documents, Borrower maymay not make any prepayment of the Loan except as follows: (i) Borrower must give Lender at least 30 days’ prior written notice of the proposed prepayment;; and (ii) the prepayment must be accompanied by payment to Lender of the following: (A) any and all costs, upon notice fees, and other expenses, including late fees, then due and payable with respect to the Administrative AgentObligations; (B) interest on the prepaid principal through the prepayment date; and (C) a Prepayment Fee in the amount described below, at unless the Loan Documents specifically state that, with respect to a particular prepayment, no Prepayment Fee is due. Any other provision of the Loan Documents to the contrary notwithstanding, if the Loan is accelerated by Lender in exercise of Lender’s rights or if the Loan is automatically accelerated pursuant to Section 6.1(f) of the Loan Agreement, then, in addition to any time other amounts that Borrower may owe Lender, Borrower is also obligated to pay the Prepayment Fee, calculated based on the principal amount outstanding as of the date of acceleration. INTEREST ON THE PREPAYMENT AMOUNT MUST BE PAID THROUGH THE PREPAYMENT DATE. Any prepayment shall be without prejudice to Borrower’s obligations under any swap agreement (as defined in 11 U.S.C. § 101), which shall remain in full force and effect subject to the terms of such swap agreement (including provisions that may require a reduction, modification or from time to time voluntarily prepay Loans early termination of a swap transaction, 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; (ii) any prepayment of 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 $1,000,000 or a whole multiple of $100,000 in excess thereof orpart, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share event of such prepayment. If , and may require Borrower to pay any fees or other amounts for such notice is given by the Borrowerreduction, the Borrower shall make modification or early termination), and no such prepayment and the payment amount specified in such notice fees or amounts shall be due and payable on the date specified therein. Any prepayment of deemed a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Sharespenalty hereunder or otherwise. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, Any Obligor may prepay its Base Rate Loans upon 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 which notice shall specify the prepayment date (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; (ii) any prepayment of Eurodollar Rate Loans which shall be in a principal Business Day) and the amount of the prepayment (which shall be at least $5,000,000 or a any whole multiple of $1,000,000 in excess thereof; thereof or the remaining aggregate principal balance outstanding on the Notes) and (iii) any shall be 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. Any Obligor may prepay its Eurodollar Loans and Fixed Rate Loans on the same condition as for Base Rate Loans and in addition such prepayments of Base Eurodollar Loans and Fixed Rate Loans shall be subject to the terms of Section 5.05 and shall be in a principal an amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans equal to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and all of the amount of Eurodollar Loans and Fixed Rate Loans for such Lender’s Pro Rata Share of such prepayment. If such notice is given by Obligor for the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesInterest Period prepaid. (b) If for If, after giving effect to any reason termination or reduction of the Outstanding Amount Aggregate Commitments pursuant to Section 2.03, the outstanding aggregate principal amount of all the Loans at any time exceeds the Aggregate Commitments then in effectCommitments, the Borrower Obligors shall immediately 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 excessprepayment. (c) 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 or Fixed Rate Loans.

Prepayments. (a) The Borrower may, Any Obligor may prepay its Base Rate Loans upon 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 which notice shall specify the prepayment date (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; (ii) any prepayment of Eurodollar Rate Loans which shall be in a principal Business Day) and the amount of the prepayment (which shall be at least $5,000,000 or a any whole multiple of $1,000,000 in excess thereof; thereof or the remaining aggregate principal balance outstanding on the Notes) and (iii) any shall be 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. Any Obligor may prepay its Eurodollar Loans and Fixed Rate Loans on the same condition as for Base Rate Loans and in addition such prepayments of Base Eurodollar Loans and Fixed Rate Loans shall be subject to the terms of Section 5.05 and shall be in a principal an amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans equal to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and all of the amount of Eurodollar Loans and Fixed Rate Loans for such Lender’s Pro Rata Share of such prepayment. If such notice is given by Obligor for the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesInterest Period prepaid. (b) If for If, after giving effect to any reason termination or reduction of the Outstanding Amount Aggregate Commitments pursuant to Section 2.03, the outstanding aggregate principal amount of all the Loans at any time exceeds the Aggregate Commitments then in effectCommitments, the Borrower Obligors shall immediately 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 excess.prepayment. 18 (c) 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 or

Prepayments. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, prepay, redeem, defease or purchase in any manner, or deposit or set aside funds for the purpose of any of the foregoing, make any payment in respect of principal of, or make any payment in respect of interest on, (a) The any Funded Debt (other than the Subordinated Debt), except the 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 may (i) such notice must be received make regularly scheduled payments of principal or interest required in accordance with the terms of the instruments governing any Funded Debt permitted hereunder, and (ii) make payments, including prepayments permitted or required hereunder, with respect to the Obligations or (b) the Subordinated Debt except (i) payments of interest to the extent not prohibited by the Administrative Agent not later than 11:00 a.m. Subordinated Debt Intercreditor Agreement, (ii) payments permitted by the Subordinated Debt Intercreditor Agreement, (iii) repayment of the Subordinated Debt with the proceeds of a refinancing thereof as permitted under Section 8.1, (iv) repayment of the Subordinated Debt with the proceeds of any issuance by Borrower of common stock or preferred stock issued on terms and condition satisfactory to the Co-Collateral Agents, and (v) other payments so long as (A) two Business Days any such payment occurs not prior to eighteen (18) months after the Agreement Date, (B) the Borrower shall have maintained Availability of not less than $15,000,000 (after giving effect to the Availability Block and all Reserves) at all times for a consecutive period of twelve (12) months immediately prior to any date of prepayment of Eurodollar Rate Loans such payment and (BC) on the date of prepayment of Base Rate Loans; (ii) any prepayment of 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 $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make deliver pro-forma financial statements for the twelve month period immediately following any such prepayment and the payment amount specified in such notice evidencing that it shall be due and payable on the date specified therein. Any prepayment have Availability of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied not less $15,000,000 (after giving effect to the Loans of the Lenders in accordance with their respective Pro Rata SharesAvailability Block and all Reserves) at all times during such twelve (12) month period. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The 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) 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; (ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal Dollar Equivalent amount of $5,000,000 or a whole higher integral multiple of $1,000,000 in excess thereofof the Applicable Currency; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole higher integral multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid, and the 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 Pro Rata Share of such prepayment. If such notice is given by the any Borrower, the 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 thereon, together with any additional amounts amount required pursuant to Section 4.053.04. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effecteffect (for any reason other than a change in currency exchange rates), the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) If on any Revaluation Date the Administrative Agent shall have determined that the Total Outstandings exceed the Aggregate Commitments by a Dollar Equivalent amount of more than $1,000,000, due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the Administrative Agent shall give notice to the Borrowers that a prepayment is required under this Section 2.06(c), and the Borrowers agree thereupon to make prepayments of Loans and/or Cash Collateralize the L/C Obligations within one Business Day of such notice such that, after giving effect to such prepayment the Total Outstandings do not exceed the Aggregate Commitments.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. (c) Loans prepaid pursuant to this Section 2.03 may not be reborrowed.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable notice delivered to the Administrative Agent no later than (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. A.M., New York City time, three (A3) two U.S. Government Securities Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Loans Daily Simple SOFR Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and 11:00 A.M., New York City time, one (iii1) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof orBusiness Day prior thereto, 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 and whether the Type(s) prepayment is of Daily Simple SOFR Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeor ABR Loans; provided, and of that if a Daily Simple SOFR Loan is prepaid on any day other than the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerDaily Simple SOFR Monthly Payment Date applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant accrued interest to Section 4.05such date on the amount prepaid. Each such prepayment Partial prepayments of Loans shall be applied to the Loans in an aggregate principal amount of the Lenders in accordance with their respective Pro Rata Shares$1,000,000 or a whole multiple thereof. (b) If for If, on any reason day, the Outstanding Amount sum of the aggregate outstanding principal amount of the Loans hereunder and Pari Passu Indebtedness (after converting all Loans at any time such amounts into the then Dollar Equivalent thereof) exceeds the Aggregate Commitments then in effectcurrent Series 2002-1 Invested Amount outstanding under the Series 2002-1 VFC (after giving effect to any increases or decreases therein on such day), the Borrower shall immediately prepay Loans and/or Pari Passu Indebtedness in an aggregate amount equal sufficient to comply with Section 5.2(a). Any such prepayment of Loans pursuant to this Section 2.5(b) shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts owing pursuant to Section 2.14. (c) If, on any date, the Total Loans outstanding on such date exceed the Total Commitments in effect on such date, the Borrower immediately shall prepay the Loans in the amount of such excess. Any such prepayment of Loans pursuant to this Section 2.5(c) shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts owing pursuant to Section 2.14.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, 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; (ii) any prepayment of 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 $1,000,000 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 and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice; PROVIDED, and that if a Eurocurrency Loan is prepaid on any day other than the last day of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerInterest Period applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.12. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant accrued interest to Section 4.05such date on the amount prepaid. 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 Pro Rata Shares$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 the Outstanding sum of the Dollar Amount of all Total Multicurrency Delayed Draw Term Loans at any time exceeds the Aggregate Total Multicurrency Delayed Draw Term Commitments then (or, if the Multicurrency Delayed Draw Term Commitments have terminated, the Total Multicurrency Delayed Draw Term Commitments in effecteffect immediately prior to such termination) by more than 5%, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Dollar Delayed Draw Loans or Multicurrency Delayed Draw Term Loans, as applicable, in an aggregate principal amount at least equal to the amount of such excess.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excessLoans.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. Shortfin Credit Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (a) The 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 (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m. (Ai) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (Bii) on the date of prepayment of Base Rate Loans; and (iib) any prepayment of 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 either Type shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any . (b) Upon receipt of any Equity Contributions under Section 6.17, the Borrower shall cause the proceeds of such Equity Contributions to be applied as a prepayment of a outstanding principal of the Loans in an amount not less than the amount of applicable Correction Payment. (c) Any prepayments of Eurodollar Rate Loan Loans shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares3.05, as applicable. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the 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 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 its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of the Loans in an amount equal to the entire amount of such Borrowing Base Deficiency within thirty (30) days after the date on which the Borrower provides the 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 be in an amount equal to one-sixth (1/6th) of the amount of such Borrowing 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) If at any time the sum of the aggregate principal amount of all Revolving Credit Loans outstanding, plus the then current Revolver L/C Exposure shall exceed the Total Revolving Credit Commitment hereunder, RRI will immediately prepay Revolving Credit Loans to the extent necessary to eliminate such excess. If at any time the sum of the aggregate principal amount of all Senior Priority Loans outstanding, plus the then current Senior Priority L/C Exposure shall exceed the Total Senior Priority Commitment hereunder, the applicable Borrowers of the outstanding Senior Priority Loans will immediately repay Senior Priority Loans to the extent necessary to eliminate such excess. (b) The Loans shall be subject to prepayment as provided in Section 5.18 hereof. (c) Subject to the terms of Section 2.14 hereof, a Borrower mayshall have the right at its option at any time and from time to time to prepay (i) any Base Rate Loan, in whole or in part, upon prior written, facsimile, or telephonic (promptly confirmed in writing) 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 received by the Administrative Agent not later than 11:00 a.m. 10:00 a.m., (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BCentral time) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be day, in a the principal amount of $5,000,000 or a whole such greater amount which is an integral multiple of $1,000,000 if prepaid in excess part, and (ii) any Eurodollar Loan, in whole or in part, upon at least three (3) Business Days' prior written, facsimile, or telephonic (promptly confirmed in writing) notice received not later than 10:00 a.m., (Central time) on such day, in the principal amount of $10,000,000 or such greater amount which is an integral multiple of $1,000,000 if prepaid in part. Each notice of prepayment shall specify the prepayment date, each Loan to be prepaid and the principal amount thereof, shall be irrevocable and shall commit the applicable Borrower of such Loan to prepay such Loan in the amount and on the date stated therein. With respect to any optional prepayment pursuant to this Section 2.11(c), the Credit Parties agree that (1) they shall prepay the Senior Priority Loans in full before prepaying any of the Term Loans, the Tranche A Loans or the Revolving Credit Loans and (2) the Term Loans and the Tranche A Loans shall be prepaid on a pro rata basis. (d) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by any Credit Party from any issuance by the Xxxxxx Xxxx Issuer of any Xxxxxx Tax-Exempt Bonds which are not required to be supported by a Xxxxxx Letter of Credit (other than Net Cash Proceeds paid into an account of the Xxxxxx Xxxx Trustee to pay construction costs of the Xxxxxx Facility or used directly to pay construction cost of the Xxxxxx Facility, in each case which construction costs are permitted to be incurred pursuant to this Credit Agreement), RRI shall prepay, or cause to be prepaid (subject to Section 2.11(l) hereof), the Revolving Credit Loans in an amount equal to such Net Cash Proceeds received. (e) Following the end of each fiscal year of RRI (commencing with the fiscal year in which the Texas Genco Option is exercised, expires or terminates, as applicable), RRI shall calculate Excess Cash Flow as of the end of such fiscal year. If Excess Cash Flow for such period exceeds the sum of three hundred million dollars ($300,000,000) (the "ECF Threshold"), then RRI shall prepay Loans (determined as provided in Sections 2.11(k) and 2.11(l) hereof) in an amount equal to the positive difference, if any, of (i) 50% of the amount by which Excess Cash Flow for such period exceeds the ECF Threshold less (ii) the aggregate amount of all prepayments previously made pursuant to this Section 2.11(e). Each prepayment required pursuant to this Section 2.11(e) shall be made on or before the date which is one hundred twenty (120) days after the end of the applicable fiscal year. Commencing with the fiscal year in which the Texas Genco Option is exercised, expires or terminates, as applicable, RRI shall deliver to the Administrative Agent, a certificate substantially in the form of Exhibit E hereto signed by a Financial Officer of RRI setting forth in reasonable detail the calculation of Excess Cash Flow for the period ended as of the end of such fiscal year. Any such certificate shall be referred to herein as an "Excess Cash Flow Certificate" and shall be delivered to the Administrative Agent (1) on or before the date which is one hundred twenty (120) days after the end of the applicable fiscal year or (2) with the making of any prepayment pursuant to this Section 2.11(e), as the case may be. (f) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by any Credit Party from any of the following: (i) the issuance by any Credit Party of any Indebtedness permitted under Section 6.1(b) or 6.1(l) hereof or (ii) any sale or other disposition of any asset of a Credit Party or the issuance of any Indebtedness, in each case not permitted by the terms and provisions of this Credit Agreement, to the extent such Net Cash Proceeds from the issuance of Indebtedness permitted under 6.1(l) hereof (if applicable) have not been deposited in the Purchase Escrow Account contemplated by, and permitted by Section 5.18 hereof, RRI shall prepay or cause to be prepaid Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) in an amount equal to 100% of such Net Cash Proceeds received by a Credit Party. (g) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by RRI from the issuance by RRI of any Junior Securities (including the issuance of shares of capital stock upon the exercise of any warrant, option, right to purchase or other equivalent, interest or similar right (however designated) issued in connection with the Junior Securities), RRI shall prepay Loans as follows: (A) at any time on or prior to the exercise, expiration or termination of the Texas Genco Option, no Loans shall be required to be prepaid if 100% of such Net Cash Proceeds are deposited in the Purchase Escrow Account as contemplated by, and permitted by, Section 5.18 hereof; (B) if at any time on or prior to the exercise, expiration or termination of the Texas Genco Option, any portion of such Net Cash Proceeds is not so deposited in the Purchase Escrow Account, then fifty percent (50%) of such portion of Net Cash Proceeds not so deposited in the Purchase Escrow Account shall be applied as a prepayment of the Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) and the other 50% of such portion may be retained by RRI for general corporate purposes; and (C) at any time after the exercise, expiration or termination of the Texas Genco Option, fifty percent (50%) of such Net Cash Proceeds shall be applied as a prepayment of the Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) and the other 50% of such Net Cash Proceeds may be retained by RRI for general corporate purposes. (h) Promptly, but in no event later than three (3) Business Days, after the receipt of any Net Cash Proceeds by a Credit Party (or in the case of clause (iii) below, by TG Holdco, Texas Genco or any of the Subsidiaries of Texas Genco) from any of the following: (i) the sale, transfer, lease or other disposition in any manner whatsoever of any Eligible Asset permitted by Section 6.5 hereof (other than sales, transfer, lease or other dispositions described in Section 6.5(a)(iv), a disposition due to a Recovery Event, and any Excluded Asset Sale), (ii) any formation of a Joint Venture (other than TG Holdco, Texas Genco or any Subsidiaries of Texas Genco to the extent the Net Cash Proceeds thereof have been used to fund and/or finance the acquisition of Texas Genco in accordance with the provisions of Section 5.18(f) hereof), or (iii) at any time after the consummation of the purchase of the outstanding common stock of Texas Genco by RRI or any of its Subsidiaries pursuant to the Texas Genco Option, any issuance of Equity Interests of TG Holdco, Texas Genco or any Subsidiaries of Texas Genco (including the issuance of shares of capital stock upon the exercise of any warrant, option, right to purchase or other equivalent, interest or similar right (however designated)), RRI shall prepay, or cause to be prepaid, Loans (determined as provided in Sections 2.11(k) and 2.11(l) below) in an amount equal to 100% of such Net Cash Proceeds received except in the case of clause (i) and clause (ii) above, to the extent such Net Cash Proceeds have not been deposited in the Purchase Escrow Account as required by Section 5.17 hereof or as contemplated by, and permitted by Section 5.18 hereof, and except in the case of clause (iii) above, to the extent such Net Cash Proceeds thereof have been used to fund or finance the acquisition of minority Equity Interests of Texas Genco in accordance with the last sentence of Section 5.18(f) hereof. (i) Promptly, but in no event later than three (3) Business Days following the receipt by RRI or any other Credit Party (or by the Collateral Agent as loss payee) of any payment of any proceeds of any Recovery Event (to the extent such proceeds have not been deposited in the Purchase Escrow Account as required by Section 5.17 hereof or as contemplated by, and permitted by Section 5.18 hereof, and provided, that so long as no Event of Default shall have occurred and then be continuing, such proceeds received in connection with any Recovery Event (or any portion thereof) may be expended or irrevocably committed by RRI or any other Credit Party within twelve (12) months after such Recovery Event to repair or replace such property and RRI shall furnish to the Administrative Agent and the Collateral Agent evidence reasonably satisfactory to the Administrative Agent and the Collateral Agent of such expenditure or commitment and shall have certified to the Administrative Agent and the Collateral Agent that such proceeds (or such proceeds together with other funds which are available to RRI and the other Credit Parties and permitted to be used for such purpose pursuant to the terms hereof) are sufficient to repair or replace such property pending which the Collateral Agent shall hold such proceeds in an interest bearing deposit account), RRI shall prepay Loans or, to the extent the Collateral Agent is loss payee under any insurance policy (if applicable), irrevocably direct the Collateral Agent to apply as a prepayment of Loans, an amount equal to 100% (or such lesser percentage which represents the remaining portion of such proceeds not expended or committed pursuant to the immediately preceding parenthetical phrase) of such proceeds received in connection with such Recovery Event less any amounts required to pay for necessary remediation expenses with respect to a condition affecting the applicable property, to pay reasonable expenses incurred in connection with the closure of the applicable property and to pay any costs reasonably incurred in connection with such Recovery Event, in each case subject to the terms of the Citibank Intercreditor Agreement; provided, that if an Event of Default shall have occurred and be continuing, all proceeds of any Recovery Event which would otherwise be payable to RRI pursuant to this Section 2.11(i) shall be paid to the Administrative Agent and applied pursuant to Section 10.2(b)(2) hereof; provided, however, that with respect to tangible property subject to any Permitted Encumbrance, no such prepayment shall be required to the extent that this Section would require an application of proceeds of any Recovery Event that would violate or breach any of the provisions of the instruments or documents under which such Permitted Encumbrance arises or which governs the application of proceeds. (j) Any optional prepayment of the Term Loans and Tranche A Loans pursuant to Section 2.11(c) above shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.7(a) hereof in direct chronological order of maturity. (k) Subject to the provisions of Section 2.11(l) below, any mandatory prepayments pursuant to Sections 2.11(e) through and including 2.11(i) shall be applied first, to prepay outstanding Term Loans and outstanding Tranche A Loans, on a pro rata basis, determined in accordance with the aggregate outstanding principal amount of the Term Loans and the aggregate outstanding principal amount of the Tranche A Loans, second, to prepay outstanding Revolving Credit Loans and third, to cash collateralize Revolver Letters of Credit in an amount equal 105% of the then current Revolver L/C Exposure. All mandatory prepayments of the Term Loans and Tranche A Loans shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.7(a) hereof in direct chronological order of maturity. (l) Notwithstanding the provisions of Section 2.11(d) or Section 2.11(k) above, if an Event of Default has occurred and is continuing, all mandatory prepayments set forth in this Section 2.11 shall be applied first, to repay outstanding Senior Priority Loans, second, to cash collateralize Senior Priority Letters of Credit in an amount equal to 105% of the then current Senior Priority L/C Exposure, and third as provided in Section 2.11(k) above. (m) All prepayments of Loans under this Section 2.11 shall, as regards Interest Rate Type, be applied first to Base Rate Loans, and subject to Section 2.11(o) hereof, then to Eurodollar Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e. those Eurodollar Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). (n) All prepayments under this Section 2.11 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, and any payment required by Section 2.14 hereof. (o) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.11, but for the operation of this Section 2.11(o) (each a "Prepayment Date"), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of Base Rate Loans shall be in a principal amount which are of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans type required to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeprepaid (i.e., Term Loans, Tranche A Loans, Revolving Credit Loans or Senior Priority Loans), and no Event of Default exists or is continuing, then on such Prepayment Date, (i) RRI may deposit Dollars into the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans Prepayment Collateral Account in an aggregate amount equal to such excess, and only the outstanding Base Rate Loans which are of the type required to be prepaid shall be required to be prepaid on such Prepayment Date and (ii) on the last day of each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan which is the type required to be prepaid, the Administrative Agent is irrevocably authorized and directed to apply funds from the Prepayment Collateral Account (and liquidate investments held in the Prepayment Collateral Account as necessary) to prepay such Eurodollar Loans for which the Interest Period is then ending to the extent funds are available in the Prepayment Collateral Account.

Prepayments. (a) The Borrower Subject to Section 2.10 and the Fee Letter, the Borrowers may, upon irrevocable notice from the Lead Borrower 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 Term Loans; and (ii) any prepayment of 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 Term Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaidprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrower 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 Term Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason If, as a result of an inspection allowed by Section 6.01(b), the Outstanding Amount exceeds forty-five percent (45%) of all Loans at any time exceeds the Aggregate Commitments then in effectAppraised Value of Intellectual Property, the Borrower Borrowers shall immediately prepay Loans the Term Loan in an aggregate amount equal to such excess. (c) Subject to the terms of the ABL/Term Loan Intercreditor Agreement, the Borrowers shall prepay the Term Loan in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event immediately upon receipt thereof by such Loan Party.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable notice delivered to the Administrative Agent no later than (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) 10:00 A.M. on the date of prepayment such prepayment, in the case of Base Daily Simple SOFR Rate Loans; , and (ii) any prepayment of 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 10:00 A.M. three (iii3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof orU.S. Government Securities Business Days prior thereto, in each casethe case of Term SOFR Rate Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans Facility to be prepaid. The Administrative Agent will promptly notify each Lender prepaid and whether the prepayment is of its receipt of each such noticeDaily Simple SOFR Rate Loans or Term SOFR Rate Loans; provided, and that if a Term SOFR Rate Loan is prepaid on any day other than the last day of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerInterest Period applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant accrued interest to Section 4.05such date on the amount prepaid. Each such prepayment Partial prepayments of Loans shall be applied to the Loans in an aggregate principal amount of the Lenders in accordance with their respective Pro Rata Shares$1,000,000 or a whole multiple thereof. (b) If for [Reserved] (c) If, on any reason date, the Outstanding Amount of all Loans at any time exceeds Total Revolving Advances outstanding on such date exceed the Aggregate Total Revolving Commitments then in effecteffect on such date, the Borrower immediately shall immediately prepay Loans the outstanding Revolving Advances in an aggregate the amount equal to of such excess. If, on any date, the Total Term Advances outstanding under the Term Loan I Facility on such date exceed the Total Term Loan Commitments for Term Loan I Facility in effect on such date, the Borrower immediately shall prepay the outstanding Term Advances under the Term Loan I Facility in the amount of such excess. If, on any date, the Total Term Advances outstanding under the Term Loan II Facility on such date exceed the Total Term Loan Commitments for the Term Loan II Facility in effect on such date, the Borrower immediately shall prepay the outstanding Term Advances under the Term Loan II Facility in the amount of such excess. Any such prepayment pursuant to this Section 2.5(c) shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts owing pursuant to Section 2.14. (d) Except as provided in Section 6, if the Borrower prepays any Loans under this Section 2.5 but fails to specify the applicable Facility and/or Loans that the Borrower intends to prepay, then such prepayment shall be applied, first, to Revolving Advances, second, ratably to Term Advances (and after application among such Loans, to principal installments thereunder in inverse order of scheduled maturities) and, third, to other Obligations in such order as the Administrative Agent may determine in its sole discretion, and all such prepayments made under the applicable Facility shall first be applied to Base Rate Loans, second, to Daily Simple SOFR Rate Loans, then to Term SOFR Rate Loans on a pro rata basis (and, among such Term SOFR Rate Loans, first to those with the earliest expiring Interest Periods).

Prepayments. (a) The 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 Federal Funds Rate Loans; and (ii) any prepayment of 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 $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason (i) the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess; and (ii) the Outstanding Amount of Federal Funds Rate Loans at any time exceeds $40,000,000, the Borrower shall immediately prepay Federal Funds Rate Loans in an aggregate amount equal to such excess.

Prepayments. (a) The A Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily voluntarily, prepay its 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 three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Such Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the applicable Borrower shall be liable for and shall immediately prepay its Loans in an aggregate amount equal to such excess.

Prepayments. (a) The 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 no later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BSt. Louis time) on the date at least three (3) New York Banking Days before the date of the prepayment (which must be a New York Banking Day), prepay all at any time or any portion from time to time of Base Rate Loansthe unpaid principal balance of the Loan prior to the Maturity Date; provided that: (i) contemporaneously with each such prepayment Borrower shall pay all accrued and unpaid interest on the portion of the Loan being prepaid to and including the date of prepayment; (ii) any prepayment partial prepayments shall be applied to the installments of Eurodollar Rate Loans principal of the Loan in the inverse order of their stated maturities; (iii) partial prepayments shall be in a principal an aggregate amount of at least $5,000,000 100,000 or a whole any larger multiple of $1,000,000 in excess thereof50,000; and (iiiiv) if Borrower is making a prepayment on any prepayment portion of Base Rate Loans a LIBOR Advance, Borrower shall be in a principal amount pay Agent for the benefit of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each caseLenders the funding losses and other amounts, if lessany, the entire principal amount thereof then outstandingrequired under Section 2.10. Each such voluntary prepayment shall be applied to pay each Lender’s portion of the Loan in proportion to their respective Pro Rata Shares. Each notice of prepayment may, at Borrower’s option, be conditioned upon the closing of a replacement financing transaction or other corporate transaction. (b) Upon receipt of a notice of prepayment pursuant to Section 2.08(a), Agent shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s 's Pro Rata Share of such prepaymentpayment. If To the extent such notice relates to a LIBOR Advance, it shall not thereafter be revocable by Borrower. (c) In addition to the regularly scheduled principal payments of the Loan under Section 2.01, any voluntary prepayments made by Borrower under Section 2.08(a) and any prepayments made by Borrower under Section 2.08(d), Borrower hereby covenants and agrees to pay to Agent for the benefit of Lenders: (i) within two (2) Business Days after the date, if any, on which an announcement is given made by Borrower that the Borrower0000 Xxxxx Xxxxxxxxxx will not occur, an amount equal to the aggregate principal amount of the Advances made on the effective date of this Agreement, less the amount of any outstanding Indebtedness (including, without limitation, principal and interest) due U.S. Bank under the Original Loan Agreement immediately prior to the effective date of this Agreement, less any costs and expenses incurred in connection with the term loan facility evidenced by this Agreement through the date of such prepayment, less interest accrued on the Advances between the effective date of this Agreement and the date of such prepayment; (ii) within ten (10) days after receipt thereof, all of the net cash proceeds received by Borrower or any Subsidiary from any Capital Transaction (except from the 0000 Xxxxx Xxxxxxxxxx) to the extent the aggregate amount of such proceeds received by Borrower and all Subsidiaries on a combined basis during the term of the term loan facility evidenced by this Agreement exceeds the sum of $3,000,000; (iii) within ten (10) days after receipt thereof, all of the net cash proceeds received by Borrower or any Subsidiary from the issuance of any Subordinated Indebtedness subsequent to the date of this Agreement, excluding all proceeds of Indebtedness between Borrower and a Subsidiary or between two Subsidiaries; and (iv) within sixty (60) days after receipt thereof, all of the net cash proceeds received by Borrower or any Subsidiary from the sale or other disposition of any Property (other than proceeds used or committed to be used to acquire replacement Property), to the extent the aggregate amount of such proceeds received by Borrower and Subsidiaries on a combined basis during any fiscal year exceeds the sum of $1,000,000 (excluding the proceeds of the sale of any Xxxxxxxx Advisory Agreements, all of which shall be delivered to Lender). All payments due pursuant to this Section 2.08(c) shall be applied to the remaining installments of principal of the Loan in the inverse order of their stated maturities until the Loan is paid in full, and Agent shall promptly remit to each Lender its ratable share of each such payment. All principal payments applied to the Loan pursuant to this Section 2.08(c) shall, unless otherwise directed by Borrower in writing at or prior to the time of such payment, be applied first to the Base Rate Advances and then to the LIBOR Advances (and among the LIBOR Advances being applied to the Interest Periods in the order of their respective expiration dates (i.e. earliest expiration date first). (d) In addition to the regularly scheduled principal payments due on the Loan under Section 2.01, any voluntary prepayments made by Borrower under Section 2.08(a) and any payments made by Borrower under Section 2.08(c), until the Loan has been paid in full, Borrower shall make such a mandatory prepayment and on the payment Loan in an amount specified in such notice equal to 25% of Consolidated Excess Cash Flow (if any) for each fiscal year, which prepayments shall be due and payable on within ten (10) days after delivery to Agent of Borrower’s annual audited financial statements, but in no event later than 90 days after the date specified thereinend of each fiscal year (commencing with the fiscal year ending September 30, 2016). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required All payments due pursuant to this Section 4.05. Each such prepayment 2.08(d) shall be applied to the Loans payment of the Lenders remaining installments of principal of the Loan in accordance with the inverse order of their respective Pro Rata Sharesstated maturities until the Loan is paid in full, and Agent shall promptly remit to each Lender its ratable share of each such payment. (be) If for any reason All prepayments made pursuant to this Section 2.08 shall be applied, unless otherwise directed by Borrower in writing at or prior to the Outstanding Amount time of all Loans at any time exceeds such payment, first to Base Rate Advances and then to the Aggregate Commitments then LIBOR Advances (and among the LIBOR Advances being applied to the Interest Periods in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excessorder of their respective expiration dates (i.e. earliest expiration date first).

Prepayments. (a) The 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) 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; (ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $5,000,000 or a whole higher integral multiple of $1,000,000 in excess thereof1,000,000; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole higher integral multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts amount required pursuant to Section 4.053.04. Each such prepayment shall be applied to the applicable Loans of the Lenders in accordance with their respective applicable Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, 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 last sentence of this Section 2.08(a)), upon notice must be received by deliv- ered to the Administrative Agent not no later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m. (A) two a.m., London time), not less than three Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Loans and (B) Eurocurrency Loans, no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (ii) any prepayment of 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 $1,000,000 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 and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice; provided that, and if a Eurocurrency Loan is prepaid on any day other than the last day of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerInterest Period applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.13. Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent 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 and on or prior to the payment date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional accrued interest to such date on the amount prepaid. 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 (or comparable amounts required determined by the Administrative Agent in the case of Alternative Currency). In the case of each prepayment of Loans pursuant to this Section 4.05. 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 Pro Rata Shares. (b) pro rata share of such Loans. If for any reason Repricing Event occurs prior to the Outstanding Amount of all Loans at any time exceeds date occurring 12 months after the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.Incremental Assumption Agreement No.1

Prepayments. (a) The 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; (ii) the loan payments due under the Taxable Loan Agreement and any prepayment of 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 $1,000,000 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 and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such as determined by Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower Borrowers may, upon notice to at their option on any Payment Date or the Administrative AgentBusiness Day immediately preceding such Payment Date, at any time or from time to time voluntarily prepay the outstanding principal amount of the Loans in whole its entirety or in part without premium minimum increments of $5,000,000 (other than the Delayed Draw Term Loan which can be repaid in any increment). Borrowers shall give Administrative Agent prior written notice of at least sixty (60) days before any such prepayment (or penalty; provided such shorter time as may be mutually agreed in writing), and such notice shall be irrevocable. In the event that Borrowers elect to so prepay the Loans or in the event that the Loans are accelerated upon or after the occurrence of an Event of Default, such prepayment may be made by paying the then outstanding aggregate principal amount of the Loans, together with all interest accrued at such Payment Date and the applicable Make-Whole Amount (other than the Excluded Repayment, if applicable). (b) Borrowers shall prepay the Obligations concurrently with receipt of, and in an amount equal to 100.00% of, the (i) such notice must be Net Cash Proceeds received by the Administrative Agent not later than 11:00 a.m. Borrowers in connection with (A) two Business Days prior any disposition of Real Property subject to any date a First Mortgage in favor of prepayment Administrative Agent or Second Mortgage in favor of Eurodollar Rate Loans Administrative Agent and (B) on other than Permitted Asset Dispositions, any Asset Disposition(s) for which the date of prepayment of Base Rate Loans; proceeds exceed $1,500,000 for such disposition, (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; Extraordinary Receipts received by Borrowers, and (iii) any if required as a result of a Change in Control or a Change in Law. Any mandatory prepayment of Base Rate Loans shall be in the Loan (other than a principal amount of $1,000,000 Delayed Draw Term Loan advanced on or a whole multiple of $100,000 in excess thereof orbefore February 27, in each case, if less, 2023) made pursuant to the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sforegoing clause (i) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each on the amount prepaid and such prepayment shall be applied subject to the Loans of Make-Whole Amount (other than for the Lenders in accordance with their respective Pro Rata SharesExcluded Repayment, if applicable); provided that Administrative Agent may elect to waive its right to receive any mandatory repayment otherwise required pursuant to this Section 2.4(b). (bi) If for Notwithstanding the foregoing, following the receipt by any reason Borrower of Insurance Proceeds: (A) the Outstanding Amount Borrower may deliver a certificate to Administrative Agent in form and substance satisfactory to Administrative Agent within five (5) days after any Borrower’s receipt of all Loans at such Insurance Proceeds (the “Loss Event”), stating that the related proceeds will be used to replace, repair or restore the damaged properties within a period specified in such certificate not to exceed nine (9) months after the date of receipt of such proceeds (including a proposed estimate of expenses), and (B) upon the occurrence of the earlier of (1) nine (9) months after such Loss Event or (2) the date of any time exceeds the Aggregate Commitments then in effectEvent of Default, if such Net Cash Proceeds of such Extraordinary Receipts are not theretofore so used, the Administrative Agent shall have the option to require Borrower shall immediately to prepay the Loans in an aggregate amount equal to such excessNet Cash Proceeds of such Extraordinary Receipts which shall be prepaid pursuant to the terms of Section 2.4(b) and applied pursuant to the terms of Section 2.4(c), within five (5) Business Days of written notice of any such election delivered by Administrative Agent to Borrower, which for the avoidance of doubt shall not be subject to the Make-Whole Amount. (c) Subject to Section 2.4(d), all amounts payable pursuant to this Section 2.4 shall be applied as follows: first, to all then unpaid fees and expenses of Administrative Agent; second, pro rata, to all then unpaid fees and expenses of Lenders; third, pro rata, to all accrued and unpaid interest on the Loans; and fourth, pro rata, to the outstanding aggregate principal balance of the Loans in the inverse order of maturity; provided, however, that the reduction of the aggregate principal balance of the Loans shall not affect the amount or timing of principal payments required under this Agreement until the balance of such payments is reduced to zero. (d) Notwithstanding anything to the contrary in this Section 2.4, all proceeds of Collateral received by Administrative Agent or any other Person pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of the maturity of any of the Obligations following the occurrence of an Event of Default (each, an “Application Event”) shall be applied as follows (subject to adjustments pursuant to any agreements entered into among Lenders): (i) first, to pay any costs and expenses of Administrative Agent (in its capacity as Administrative Agent) and fees then due to Administrative Agent (in its capacity as Administrative Agent) and its Affiliates under the Loan Documents or otherwise, including any indemnities then due to Administrative Agent (in its capacity as Administrative Agent) under the Loan Documents, until paid in full, (ii) second, ratably to pay any costs, expense reimbursements, fees or premiums of Lenders and indemnities then due to any Lender under the Loan Documents until paid in full, (iii) third, ratably to pay interest due in respect of the outstanding Loans until paid in full, (iv) fourth, ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full, (v) fifth, to pay any other Obligations, and (vi) sixth, to Borrowers or such other Person entitled thereto under applicable law. (e) Except as otherwise required by Section 2.4(d), any mandatory prepayment pursuant to Section 2.4(b) may be declined in whole or in part by any Lender without prejudice to such Xxxxxx’s rights hereunder to accept or decline any future payments in respect of any mandatory prepayment. If a Lender chooses not to accept payment in respect of a mandatory prepayment, in whole or in part, the other Lenders that accept such mandatory prepayment shall have the option to share such proceeds on a pro rata basis (and if declined by all Lenders, such declined proceeds shall be retained by Borrowers). Each Lender shall have until two (2) Business Days immediately preceding the Business Day on which such prepayment is due in order to decline such prepayment (and any election by a Lender delivered prior to such Business Day can be rescinded by such Lender at its discretion until such Business Day).

Prepayments. (a) The Borrower may, upon notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay Loans any Loan 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. 1:00 p.m. (A) two three Business Days prior to any date of prepayment of a Eurodollar Rate Loans Loan, and (B) on the date of prepayment of a Base Rate LoansLoan; (ii) any prepayment of a Eurodollar Rate Loans Loan shall be in a principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 50,000 in excess thereof; and (iii) any prepayment of a Base Rate Loans Loan shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Loan(s) to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares3.05. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments Commitment then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Commitment then in effect.

Prepayments. (a) The 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; (ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal Dollar Equivalent amount of $5,000,000 or a whole higher integral multiple of $1,000,000 in excess thereofof the Applicable Currency; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole higher integral multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid, and the 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 Pro Rata Share of such prepayment. If such notice is given by the any Borrower, the 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 thereon, together with any additional amounts amount required pursuant to Section 4.053.04. Each such prepayment shall be applied to the applicable Loans of the Lenders in accordance with their respective applicable Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Revolving Credit Commitments then in effecteffect (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 Offshore Currencies, then the Borrower Administrative Agent shall immediately prepay give notice to the Borrowers that a prepayment is required under this Section 2.06(c), and the Borrowers agree thereupon to make prepayments of Revolving Loans in an aggregate amount equal and/or Cash Collateralize the L/C Obligations within one Business Day of such notice such that, after giving effect to such excessprepayment the Total Outstandings do not exceed the Aggregate Revolving Credit Commitments.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Any Extraordinary Receipts shall be immediately applied as a mandatory prepayment on the Loans; provided, however, that prepayments under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Extraordinary Receipts exceeds $5,000,000. (d) The aggregate amount 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. (a) The Each Borrower may, upon notice to the Administrative Agent, at any time or and from time to time voluntarily time, prepay the Revolving Credit Loans and the Term Loans, in whole or in part part, without premium or penalty; provided that penalty (but subject to the provisions of subsection 2.22), (i) such in the case of Base Rate Loans or Canadian Prime Rate Loans, upon irrevocable notice must be received by to 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. on the date of such prepayment of Base Rate Loans; and (ii) any prepayment in the case of 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 $1,000,000 or a whole multiple of $100,000 in excess thereof orEurocurrency Loans, upon at least two Business Days’ irrevocable notice to the Agent, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify case specifying the date and amount of such prepayment and prepayment, the Type(s) Currency of the Loans to be prepaid, the Facility under which such Loans are outstanding and the Type or Types of the Loans being prepaid, and, if of a combination of Types, the amount allocable to each. The Administrative Upon receipt of any such notice the Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepaymentthereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required payable pursuant to Section 4.05subsection 2.22 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Each such prepayment Term Loans shall be applied prepaid in the currency in which such Loans were borrowed. Amounts prepaid on account of the Term Loans may not be reborrowed. Partial prepayments shall be in an aggregate principal amount equal to the Loans of the Lenders Applicable Borrowing Minimum or an Applicable Borrowing Multiple in accordance with their respective Pro Rata Sharesexcess thereof. (b) If for The Company (i) shall prepay all Swing Line Loans then outstanding simultaneously with any reason US Revolving Credit Borrowing and (ii) may prepay (without premium or penalty) any Swing Line Loans then outstanding upon notice prior to 1:00 P.M. (New York City time) on the Outstanding date of such payment. (c) The Japanese Borrowers (i) shall prepay all Yen Swing Line Loans then outstanding simultaneously with each Japanese Revolving Credit Borrowing and (ii) may prepay (without premium or penalty) any Yen Swing Line Loans then outstanding upon notice (if required by the Yen Swing Line Lender) prior to 10:00 A.M. (Tokyo time) on the date of such payment. (d) If, as a result of any negative fluctuations in the Equivalent in Dollars of Available Foreign Currencies (or other foreign currencies in which outstanding Letters of Credit may be denominated), including, without limitation, with respect to Letters of Credit, from the date of any Borrowing (as determined on the last day of each fiscal quarter of the Company), the aggregate amount of outstanding Loans (plus, in the case of the Irish Revolving Credit Facility, the aggregate Available Letter of Credit Amount of all Loans at Letters of Credit then outstanding) under any time Facility exceeds 105% of the Aggregate aggregate amount of the Commitments under such Facility as then in effect, the Borrower relevant Borrowers shall, if requested (through the Agent) by the Lenders holding a majority in interest of the outstanding Loans (plus, in the case of the Irish Revolving Credit Facility, the aggregate Available Letter of Credit Amount of all Letters of Credit then outstanding) and Commitments under such Facility prepay the Loans within five Business Days following such Borrowers’ receipt of such request in such amounts as shall immediately prepay be necessary so that after giving effect thereto the aggregate outstanding amount of the Loans does not exceed the Commitments, in an aggregate amount equal to each case under such excessFacility.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at 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) such notice must be received by the Administrative Agent in an amount not later less than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans $1,000,000 and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple integral multiples of $1,000,000 in excess thereof; , and (iiiii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) upon irrevocable notice to the Administrative Agent in the form ofExhibit E-3 (a “Paydown Notice”) (A) in the case of any prepayment 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 such prepayment, and (B) in the case of any Borrowing of Base Rate Loans shall (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, such prepayment to be in a made by the payment of the principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify to be prepaid and 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 amount 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 prepayment and the Type(s) of Loans to shall be prepaidpaid contemporaneously with such prepayment. The Administrative Agent will promptly notify advise each Lender Bank of its receipt of each any such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such prepayment notice is given by it receives from the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonamount paid or prepaid before the Termination Date may, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied subject to the Loans terms and conditions of the Lenders in accordance with their respective Pro Rata Sharesthis 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 Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such 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 immediately prepay notify the Administrative Agent of such required prepayment. Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans in an aggregate amount equal prepaid and shall be subject to such excessSection 2.11 hereof.

Prepayments. (a) The Borrower may, may prepay the ABR 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; (ii) any prepayment of 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 $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 which notice shall specify the prepayment date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given the prepayment (which shall be at least $100,000 or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon receipt by the BorrowerAgent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Eurodollar Loans upon not less than three (3) Business Day's prior notice to the Agent (which shall make such promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the payment amount specified in such notice of the prepayment (which shall be due and payable at least $1,000,000 or the remaining aggregate principal balance outstanding on the date specified therein. Any prepayment of a Eurodollar Rate Loan Notes) and shall be accompanied irrevocable and effective only upon receipt by the Agent, provided that interest and all accrued interest thereonother sums required to be paid under Section 5.05, together with any additional amounts required pursuant to Section 4.05. Each such prepayment if any, shall be applied to paid on the Loans of the Lenders in accordance with their respective Pro Rata Sharesprepayment date. (b) If for If, after giving effect to any reason termination or reduction of the Outstanding Amount Aggregate Maximum Credit Amounts pursuant to Sections 2.03(b) or 2.03(d), the outstanding aggregate principal amount of all the Loans at any time plus the LC Exposure exceeds the Aggregate Commitments then in effectMaximum Credit Amounts, the Borrower shall immediately (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 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 in accordance with Section 2.08 or adjustment in accordance with Section 8.08(c) or Section 9.12, if the redetermined or adjusted Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall within ninety (90) days of receipt of written notice thereof: (i) prepay the Loans in an aggregate principal amount equal to such excess, together with interest on the principal amount paid accrued to the date of such prepayment and (ii) if a Borrowing Base deficiency remains after prepaying all of the Loans because of LC Exposure, pay to the Agent on behalf of the Lenders an amount equal to such Borrowing Base deficiency to be held as cash collateral as provided in Section 2.10(b). (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 Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay 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. (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 Term Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the applicable Term Loans of the Lenders in accordance with their respective Pro Rata SharesShares in such Term Loans. (b) If for any reason the Aggregate Outstanding Amount of all Term Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay the Term Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at may prepay any time Borrowing of Eurodollar 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) such notice must be received by the Administrative Agent in an amount not later less than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans $1,000,000 and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple integral multiples of $1,000,000 in excess thereof; , and (iiiii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) upon irrevocable notice to the Administrative Agent in the form of Exhibit E-3 (a “Paydown Notice”) (A) in the case of any prepayment Borrowing of Eurodollar Loans, no later than 2:00 p.m. (New York time) on the date that is three (3) Business Days prior to such prepayment, and (B) in the case of any Borrowing of Base Rate Loans shall (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, such prepayment to be in a made by the payment of the principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify to be prepaid and 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 amount the Swing Line Bank by 2:00 p.m. (New York time) on the date of repayment. In the case of Eurodollar Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment and the Type(s) of Loans to shall be prepaidpaid contemporaneously with such prepayment. The Administrative Agent will promptly notify advise each Lender Bank of its receipt of each any such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such prepayment notice is given by it receives from the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonamount paid or prepaid before the Termination Date may, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied subject to the Loans terms and conditions of the Lenders in accordance with their respective Pro Rata Sharesthis 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 Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall, immediately and without notice or demand, pay the amount of such 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 immediately prepay notify the Administrative Agent of such required prepayment. Each such prepayment shall be accompanied by a payment of all accrued and unpaid interest on the Loans in an aggregate amount equal prepaid and shall be subject to such excessSection 2.11 hereof.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable notice delivered to the Administrative Agent no later than (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. A.M., New York City time, three (A3) two U.S. Government Securities Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Loans Daily Simple SOFR Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and 11:00 A.M., New York City time, one (iii1) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof orBusiness Day prior thereto, 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 and whether the Type(s) prepayment is of Daily Simple SOFR Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeor ABR Loans; provided, and of that if a Daily Simple SOFR Loan is prepaid on any day other than the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerDaily Simple SOFR Monthly Payment Date applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.12. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant accrued interest to Section 4.05such date on the amount prepaid. Each such prepayment Partial prepayments of Loans shall be applied to the Loans in an aggregate principal amount of the Lenders in accordance with their respective Pro Rata Shares$1,000,000 or a whole multiple thereof. (b) If for If, on any reason date, the Outstanding Amount of all Total Loans at any time exceeds outstanding on such date exceed the Aggregate Total Commitments then in effecteffect on such date, the Borrower immediately shall immediately prepay the Loans in an aggregate the amount equal to of such excess. Any such prepayment of Loans pursuant to this Section 2.5(b) shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts owing pursuant to Section 2.12.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or and from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole higher integral multiple of $1,000,000 in excess thereof(or the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole higher integral multiple of $100,000 in excess thereof or, in each case, if less, (or the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such the applicable prepayment. If such a notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts amount required pursuant to Section 4.05SECTION 3.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason The Borrower may, upon notice to the Outstanding Amount of all Loans Swing Line Lender (with a copy to the Administrative Agent), at any time exceeds 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 Aggregate Commitments then 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 effecta minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall immediately prepay Loans make such prepayment and the payment amount specified in an aggregate amount equal to such excessnotice shall be due and payable on the date specified therein.

Prepayments. (a) The Borrower mayBorrowers shall be entitled to prepay Prime Rate Advances in whole or in part, at any time, without premium or penalty, 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 no later than 11:00 10:00 a.m. (AEastern Time) two at least one Business Days Day prior to any the proposed date of prepayment of Eurodollar Rate Loans the prepayment, each notice stating the proposed date, Advances to be prepaid, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 the prepayment in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and form of the amount Notice of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesPrepayment attached hereto as Exhibit "D". (b) If for The Borrowers shall be entitled to pay LIBOR Rate Advances only on the last days of the applicable Interest Periods, without premium or penalty, upon notice to the Agent no later than 10:00 a.m. (Eastern Time) at least three (3) Business Days prior to the proposed date of the prepayment, each notice stating the proposed date, Advances to be paid, and aggregate principal amount of the payment in the form of the Notice of Prepayment attached hereto as Exhibit "D". (c) Any prepayment of Prime Rate Advances shall be in the aggregate principal amount of $100,000.00 or an integral multiple thereof, and any reason payment of LIBOR Rate Advances shall be in the Outstanding Amount full amount of all the LIBOR Rate Advances so paid. (d) On or prior to the Revolving Credit Maturity Date, any prepayment of any Advances (whether optional or required, but not including any payment after default or acceleration) shall be applied first to principal and then to interest and lawful charges, unless otherwise specified by the Borrowers. In the event of a prepayment after default or acceleration, any prepayment of any Advances shall be applied as provided in Section 2.13(i) hereof. The Borrowers shall, at the time of making prepayments of Advances, specify to the Agent (which shall so notify the Banks) of the Advances to be prepaid. (e) Notwithstanding the provisions of Subsection 2.15(b) hereof, Bid Rate Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excessmay not be prepaid.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations Table of Contents pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower 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; (ii) any prepayment of 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 $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 specifying the date and amount of such prepayment and the Type(s) Type of Loans Loan to be prepaid; provided that each prepayment of a Eurodollar Loan on a day other than the last day of an Interest 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 Pro Rata Share of such prepayment. If Any such notice is given by the Borrowershall be irrevocable, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonspecified, together with any additional amounts required accrued interest to such date on the amount prepaid. 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 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares3.04. (be) If for any reason the Outstanding Amount Together with each mandatory or optional prepayment of all Loans at any time exceeds the Aggregate Commitments then in effectprincipal hereunder, the Borrower shall immediately also prepay Loans in an aggregate all interest accrued on such amount equal to such excessprepaid.

Prepayments. (a) The 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 (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the lesser of (i) the Aggregate Commitments then in effect, and (ii) the Borrowing Base, Borrower shall immediately within one (1) Business Day prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the lesser of (i) the Aggregate Commitments then in effect, and (ii) the Borrowing Base.

Prepayments. (a) The Borrower may, upon at least three Business Days prior written notice to Lender stating the Administrative Agentproposed date and aggregate principal amount of the prepayment, at prepay the outstanding principal amount of any time or from time to time voluntarily prepay Loans Advances in whole or in part part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penaltypenalty other than any Consequential Loss; provided provided, however, that (i) such in the case of a prepayment of a Prime Advance, the notice must of prepayment may be received given by the Administrative Agent not later than telephone by 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. Each partial prepayment shall, in the case of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall LIBOR Advances, be in a an aggregate principal amount of not less than $5,000,000 50,000 or a whole an integral multiple of $1,000,000 50,000 in excess thereof and, in the case of Prime Advances, be in an aggregate principal amount of not less than $50,000 or an integral multiple of $10,000 in excess thereof; and (iii) any . No prepayment of Base Rate Loans shall be in a the Facility B Advance can reduce the outstanding principal of the Facility B Advance to less than $50,000 unless the entire outstanding principal of the Facility B Advance is prepaid. If any notice of prepayment is given, the principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof orstated therein, in each casetogether with accrued interest on the amount prepaid and the amount, if lessany, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such noticedue under Section 2.14, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each in such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Sharesnotice. (b) If for any reason the Outstanding Amount of all Loans at any time the aggregate principal of outstanding Facility A Advances exceeds the Aggregate Commitments then in effectlesser of (a) the Facility A Commitment and (b) the Borrowing Base, the Borrower shall immediately prepay Loans Facility A Advances then outstanding in an the aggregate amount equal to such excess, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss. If at any time the aggregate principal of outstanding Facility B Advances exceeds the Facility B Commitment, Borrower shall immediately prepay the Facility B Advance then outstanding in the aggregate amount equal to such excess, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty other than any Consequential Loss. (c) Unless otherwise specified by Borrower, any prepayment of Advances pursuant to this Section 2.5 shall be applied first to Prime Advances, if any, then outstanding, and second to LIBOR Advances with the shortest remaining Interest Periods outstanding. (d) No prepayments of Facility A Advances made solely pursuant to this Section 2.5 shall cause the Facility A Commitment to be reduced. (e) Any prepayments of the Facility B Advance made solely pursuant to this Section 2.5 shall cause the Facility B Commitment to be reduced by the amount of such prepayment.

Prepayments. (a) The Borrower Borrowers may, without premium or penalty, upon one Business Days' prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Notes, in whole or in part without premium or penalty; part, with accrued interest to the date of such prepayment on the amount prepaid, 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 each prepayment of Eurodollar Rate Loans and (B) on less than the date full outstanding principal balance of prepayment of Base Rate Loansthe Notes shall be in a minimum amount equal to $100,000; (ii) if the Borrowers prepay the principal of any prepayment LIBOR Loan on any date other than the last day of Eurodollar the Interest Period applicable thereto, the Borrowers shall also pay to the Banks the amounts specified in Section 9.06; (iii) after the Revolving Termination Date, the Borrowers shall at all times maintain a sufficient portion of the Term Loan as a Base Rate Loans shall be in Loan to allow the Borrowers to make regularly scheduled payments of principal without paying a principal amount LIBOR Loan prior to the end of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthe applicable Interest Period; and (iiiiv) any prepayment in the case of Base Rate Loans the Term Note, prepayments shall be in a applied pro rata to the remaining principal amount installments due after the prepayment. Upon receipt of $1,000,000 or a whole multiple of $100,000 in excess thereof orany such prepayments, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify thereafter cause to be distributed such prepayment to each Lender Bank for the account of its receipt of applicable Lending Office in the proportion that each such notice, and of Bank's Loan to which the prepayment applies bears to the total amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by all Banks' Loans to which the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Sharesapplies. (b) If for any reason The Borrowers shall make mandatory prepayments of the Outstanding Amount Revolving Notes and the Term Notes, as appropriate, as required under Section 3.05. (c) Any prepayment of all Loans at any time exceeds a Note hereunder shall be (i) made together with interest accrued (through the Aggregate Commitments date of such prepayment) on the principal amount prepaid and (ii) applied first to accrued interest and then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excessprincipal.

Prepayments. (a) The In addition to the required payments of principal of the Term Loans as set forth in Section 2.09 and any mandatory prepayments of principal of the Term Loans effected under subsection (b) below, Borrower may, upon irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and the Revolving Loans in whole or in part from time to time on any Business Day, without premium penalty or penaltypremium; provided 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 Rate Loans and (B) on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; thereof (or in the entire remaining principal balance of the Loans, as applicable), and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, (or in each case, if less, the entire remaining principal amount thereof then outstandingbalance of the Loans). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Segment to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each 3.05. (b) In addition to the required payments of principal of the Loans set forth in Section 2.09 and any optional payments of principal of the Loans effected under subsection (a) above, Borrower shall make the following required prepayments of the Loans, each such payment to be made to the Administrative Agent for the benefit of the Lenders within the time period specified below: (1) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each sale or transfer of any property or assets of Borrower or any of its Subsidiaries (including casualty losses or condemnations but excluding sales or transfers permitted under clauses (a), (b), (c), (d), (e), (f), (g), (h) and (j) of Section 7.05, and, other than in connection with a termination of a contract with a customer of Borrower constituting one of Borrower’s top 20 customers (as determined by the Borrower based on contribution of revenues to Borrower during the trailing twelve-month period as of the end of the Fiscal Quarter most recently ended for which financial statements are available), clause (i) of Section 7.05); provided that, notwithstanding the foregoing, up to $1,000,000 in the aggregate of Net Cash Proceeds from any such asset dispositions received in any Fiscal Year by the Loan Parties shall not be required to be applied to the Loans prepayment of the Lenders Term Loans on such date to the extent such proceeds are to be reinvested in or otherwise used to replace the property sold; provided further that, if the applicable Loan Party has not completed or entered into a binding agreement to complete such reinvestment or replacement within one hundred eighty (180) days after receipt of such proceeds, the Administrative Agent may apply such proceeds to the Term Loans in accordance with their respective Pro Rata Sharesthis Section 2.07(b); (2) a prepayment in an amount equal to fifty percent (50%) of the Net Cash Proceeds of each sale or issuance of any Equity Interests by Borrower or any of its Subsidiaries unless issued to Borrower or one of its Subsidiaries; (3) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of any Extraordinary Receipts; provided that, notwithstanding the foregoing, the Net Cash Proceeds from any casualty event or condemnation proceeding shall not be required to be used as a prepayment on such date to the extent such proceeds will be used to replace, restore, repair or rebuild property; provided that, if such Loan Party has not completed or entered into a binding agreement to complete such replacement, restoration, repair or rebuilding within one hundred eighty (180) days after receipt of such Extraordinary Receipts, the Administrative Agent may apply such Extraordinary Receipts to the Obligations in accordance with this Section 2.07(b); and (4) a prepayment in an amount equal to one hundred percent (100%) of any Indebtedness of Borrower incurred after the Closing Date, except for any Indebtedness permitted under Section 7.03. Each prepayment will be made within ten (10) Business Days of the receipt of such proceeds. (bc) All prepayments under this Section 2.07 shall be applied by the Administrative Agent, subject to Section 2.17, in the following order (except as otherwise provided in Section 2.07(a)): First, (i) with respect to such prepayments other than voluntary prepayments of the Revolving Loans, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, in the inverse order of maturity as to the remaining scheduled payments of the Term Loans (including the payment due on the Term Loan Maturity Date), ratably among the Term Lenders in proportion to the respective amounts described in this clause First held by them, and (ii) with respect to voluntary prepayments of Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause First held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments); Second, to payment of (i) that portion of the Obligations constituting unpaid principal of the Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause Second held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments except in the case of a payment made pursuant to Sections 2.07(b)(1) and (b)(3)), and (ii) that portion of the Obligations constituting liabilities (other than any termination payments due and payable) under any Related Swap Contract with any Lender or any Affiliate of a Lender party to a Related Swap Contract and as to which the Administrative Agent has received notice of the amounts owed thereunder from the applicable Lender or any Affiliate of a Lender party to a Related Swap Contract, ratably as to clauses (i) and (ii) among such Lenders or such Affiliates in proportion to the respective amounts described in this clause Second held by them; Third, to payment of that portion of the Obligations constituting any termination payments due and payable under any Related Swap Contract with any Lender or any Affiliate of a Lender party to a Related Swap Contract and as to which the Administrative Agent has received notice of the amounts owed thereunder from the applicable Lender or any Affiliate of a Lender party to a Related Swap Contract, ratably among such Lenders or such Affiliates in proportion to the respective amounts described in this clause Third held by them; and Last, to the payment of any other amounts constituting Obligations, ratably among the Administrative Agent, the Lenders and their Affiliates in proportion to the respective amounts described in this clause held by them. (d) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.07(d) unless after the prepayment in full of the Revolving Loans the Total Revolving Loan Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) The 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 10:00 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effectMaximum Available Amount, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Maximum Available Amount.

Prepayments. (a) The Borrower Borrowers 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof1,000,000; and (iii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof 500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower 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 thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds the lesser of the Aggregate Commitments or the Borrowing Base then in effect, the Borrower Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon 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; (ii) any prepayment of 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 $1,000,000 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 and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share 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 BorrowerAgent, provided that interest on the principal prepaid, accrued to the prepayment date, shall be paid on the prepayment date. The Borrower may prepay Eurodollar Loans upon not less than three (3) Business Day's prior notice to the Agent (which shall make such promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the payment amount specified in such notice of the prepayment (which shall be due at least $1,000,000) and payable 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 date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Sharesdate. (b) If for If, after giving effect to any reason termination or reduction of the Outstanding Amount Aggregate Maximum Credit Amounts pursuant to Section 2.03(b), the outstanding aggregate principal amount of all the Loans at any time plus the LC Exposure exceeds the Aggregate Commitments then in effectMaximum Credit Amounts, the Borrower shall immediately (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 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 in accordance with Section 2.08 or adjustment in accordance with Sections 8.08(c) or 9.12, if the redetermined or adjusted Borrowing Base is less than the aggregate outstanding principal amount of the Loans plus the LC Exposure, then the Borrower shall within ninety (90) days of receipt of written notice thereof: (i) provide additional collateral with value equal to such excess, which collateral shall be satisfactory to the Required Lenders and subject to a Lien of the Security Instruments, (ii) prepay the Loans in an 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 the then effective Aggregate Commitments.

Prepayments. (a) The 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., New York City time, (A) two three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Committed Loans, and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Eurocurrency Rate Committed Loans shall be in a 33 Credit Agreement principal amount of, or in the case of any such Committed Loan which is not denominated in Dollars, a Dollar Equivalent principal amount (or substantially equal amount as approved by the Administrative Agent) of such Loan equal to, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such Each prepayment notice is given by the Borrower, the Borrower shall make such prepayment be irrevocable 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 Committed Loans in any Committed Currency shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05 and shall ------------ be applied first to Base Rate Borrowings (if such prepayment is a prepayment of Dollars) and, second, to Eurocurrency Rate Borrowings denominated in such currency. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided -------- that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time, 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. Each such notice given by the Borrower shall be irrevocable, and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans Credit Extensions at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the Letter of Credit Obligations in an aggregate amount equal to such excess. (d) If for any reason the Outstanding Amount of all Letters of Credit at any time exceeds the Letter of Credit Sublimit, the Borrower shall immediately Cash Collateralize Letters of Credit in an aggregate amount equal to such excess. (e) If for any reason the Outstanding Amount of Committed Loans denominated in a Foreign Currency exceeds the Foreign Currency Sublimit, the Borrower shall immediately repay such Committed Loans in an aggregate amount equal to such excess.

Prepayments. (a) The 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share pro rata share of such prepayment. If such notice is given by the any Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Sharespro rata shares of such prepayment. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed 100% of the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately (or within two Business Days after notice thereof from the Administrative Agent if such excess is caused by currency fluctuations), first, prepay Loans and, second, Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that no Borrower shall be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Upon the occurrence of a Change in Control, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrowers that the Aggregate Commitments and the Commitment of each Lender shall terminate as of the date of such notice. If such notice of termination has been requested by the Required Lenders, the Administrative Agent shall also, at that time or later, at the request of the Required Lenders, additionally notify the Borrowers that they shall prepay the Outstanding Amount of their Loans and/or Cash Collateralize the Outstanding Amount of their L/C Obligations, and each Borrower agrees that upon such additional 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 Borrower 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 (other than the Term Loan) 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; (ii) any prepayment of Eurodollar LIBO 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans (other than the Term Loan) to be prepaidprepaid and, if LIBO Rate Loans, the Interest Period(s) of such Committed Loans (other than the Term Loan). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrower 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 thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Committed Loans (other than the Term Loan) of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effectLoan Cap, the Borrower Borrowers shall immediately prepay Committed Loans and L/C Borrowings, prepay the Term Loan, and/or Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to prepay the Term Loan or Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Committed Loans the Total Outstandings exceed the Loan Cap. (c) The Borrowers shall prepay the Committed Loans and the Term Loan and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.13 hereof. (d) The Borrowers shall prepay the Committed Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Proceeds received by a Loan Party on account of any Permitted Disposition arising under clause (b) of the definition thereof in excess of the sale of five percent (5%) of the number of the Loan Parties’ Stores in any Fiscal Year. (e) The Borrowers shall prepay the Term Loan in an amount equal to the Net Proceeds received by a Loan Party on account of (i) any Permitted Disposition of the Rockville Property pursuant to clause (h) of the definition of “Permitted Dispositions” or (ii) any refinancing of the Secaucus Property or Rockville Property pursuant to clause (f) of the definition of “Permitted Indebtedness”. (f) Prepayments made pursuant to Section 2.05(b), (c) and (d) above, first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Committed Loans which are Base Rate Loans, third, shall be applied ratably to the outstanding Committed Loans which are LIBO Rate Loans, fourth, shall be used to Cash Collateralize the remaining L/C Obligations, fifth, shall be applied ratably to the outstanding portion of the Term Loan which is a Base Rate Loan, sixth, shall be applied ratably to the outstanding portion of the Term Loan which is a LIBO Rate Loan, and seventh, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Committed Loans and the Term Loan outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. (g) Prepayments made pursuant to Section 2.05(e) above, first, shall be applied ratably to the outstanding portion of the Term Loan which is a Base Rate Loan, second, shall be applied ratably to the outstanding portion of the Term Loan which is a LIBO Rate Loan, third, shall be applied ratably to the L/C Borrowings, fourth, shall be applied ratably to the outstanding Committed Loans which are Base Rate Loans, fifth, shall be applied ratably to the outstanding Committed Loans which are LIBO Rate Loans, sixth, shall be used to Cash Collateralize the remaining L/C Obligations, and seventh, the amount remaining, if any, after the prepayment in full of the Term Loan, all L/C Borrowings, Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. iii. by adding “(without giving effect to the Term Loan)” after “the Total Outstandings” in the ninth line of Section 2.06(a). iv. by adding the following sentence at the end of Section 2.07: “To the extent not previously paid, the Borrowers shall repay the outstanding balance of the Term Loan upon the earlier to occur of (i) the Term Loan Maturity Date and (ii) the Termination Date; provided that, if the Term Loan Maturity Date occurs pursuant to clause (iii) of the definition thereof, the Collateral Agent shall continue to maintain its Lien on the Secaucus Property as Collateral for the revolving facility hereunder.” v. by deleting Section 2.08(a) thereof in its entirety and by substituting the following in its stead: (a) (i) Subject to the provisions of Section 2.08(b) below, (i) each LIBO Rate Loan (other than with respect to the Term Loan) shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the LIBO Rate for such Interest Period plus the Applicable Margin; and (ii) each Base Rate Loan (other than with respect to the Term Loan) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin.

Prepayments. (a) The Borrower 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; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower 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 thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the 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 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 its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of the Loans in an amount equal to the entire amount of such Borrowing Base Deficiency within thirty (30) days after the date on which the Borrower provides the 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 be in an amount equal to one-sixth (1/6th) of the amount of such Borrowing 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. Prepay, redeem, purchase, defease or otherwise satisfy prior to the stated maturity or other scheduled payment date of any Indebtedness, or make any other payment of any Indebtedness (except the Obligations) other than: (a) The Borrower maywith respect to Indebtedness permitted to be incurred pursuant to Section 7.02, 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 payments of prepayment of Eurodollar Rate Loans regularly scheduled principal and (B) on the date of prepayment of Base Rate Loansinterest thereon; (ii) any prepayment mandatory prepayments of Eurodollar Rate Loans principal, premium and interest on such Indebtedness (provided that, subject to the Intercreditor Agreement, mandatory prepayments under the Takeback Loan Agreement shall only be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofmade with Declined Proceeds); and (iii) any prepayment payments of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof orfees, expenses and indemnification obligations thereon, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.the terms of such Indebtedness; and (iv) with respect to any Indebtedness owed from one Loan Party to another Loan Party, prepayments and repayments of such Indebtedness as well as any of the payments described in the foregoing subclauses of this clause (a); (b) If other payments in respect of (i) Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets acquired and incurred pursuant to Section 7.02(i) and (ii) any reason Indebtedness incurred pursuant to Sections 7.02(a), 7.02(g), 7.02(m) and 7.02(n); (c) optional prepayments of any Indebtedness permitted to be incurred pursuant to Section 7.02; provided that, other than optional prepayments made with the Outstanding Amount proceeds of all Loans at the issuance of Qualified Equity Interests of the Borrower, such optional prepayments shall be subject to (i) no Default or Event of Default existing or resulting therefrom, (ii) the Consolidated Total Leverage Ratio, calculated on a pro forma basis with respect to such any time exceeds such prepayments, shall not be greater than the Aggregate Commitments then Specified Ratio and (iii) immediately before and immediately after giving effect to any such prepayment, pro forma Liquidity of no less than $25,000,000; provided that the amounts described in effectthis clause (c) shall not, when combined with Restricted Payments permitted to be made under Section 7.06(e), exceed $15,000,000 in the aggregate in any fiscal year; and (i) the conversion or exchange of any Indebtedness into or for Qualified Equity Interests of the Borrower and (ii) any Refinancing explicitly permitted by Section 7.02; provided that such prepayments shall immediately prepay Loans in an aggregate not include any optional prepayments that would reduce the principal amount equal of the relevant Refinanced Indebtedness prior to, during or with respect to such excessRefinancing (which shall not prohibit, for the avoidance of doubt, any Refinancing at a discount to par).

Prepayments. (a) The 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 Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each caseor the total amount outstanding, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaidprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant Subject to Section 4.05. Each 2.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Term Loan 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 Bankers’ Acceptance Advances and (B) on the date of prepayment of Base Prime Rate Loans; (ii) any prepayment of Eurodollar Rate Loans Bankers’ Acceptance Advances 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 Prime Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaidprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower 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 request to prepay a Eurodollar Rate Loan Bankers’ Acceptance Advance shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant require the Borrowers to Section 4.05Cash Collateralize such Bankers’ Acceptance Advances. Each such prepayment shall be applied to the Loans Commitments of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then Any amounts prepaid in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excessaccordance with (a) above cannot be reborrowed.

Prepayments. (a) The 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 Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole higher integral multiple of $1,000,000 in excess thereof1,000,000; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 500,000 or a whole higher integral multiple of $100,000 in excess thereof or, in each case, if less, (or the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such the applicable prepayment. If such a notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason The Borrower may, upon notice to the Outstanding Amount of all Loans Swing Line Lender (with a copy to the Administrative Agent), at any time exceeds 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 Aggregate Commitments then 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 effecta minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall immediately prepay Loans make such prepayment and the payment amount specified in an aggregate amount equal to such excessnotice shall be due and payable on the date specified therein.

Prepayments. (a) The Borrower 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; (ii) any prepayment of Eurodollar LIBO Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeprepaid and, and of if LIBO Rate Loans, the amount Interest Period(s) of such Lender’s Pro Rata Share of such prepaymentLoans. If such notice is given by the Lead Borrower, the Borrower 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 thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares3.05. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments Loan Cap as then in effect, the Borrower Borrowers shall immediately prepay 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 2.04(b) unless, after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (c) After the occurrence and during the 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 prepay the Loans in an amount equal to 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 (d) above, first, shall be applied ratably to the 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 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 Lender, as applicable.

Prepayments. (a) The 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effecteffect (including during or as a result of the commencement of any Reduced Commitment Period), the Borrower shall immediately prepay Loans Loans, together with any additional amounts required pursuant to Section 3.05, and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) The Borrower shall from time to time prepay outstanding Loans in accordance with Section 6.13, together with any additional amounts required pursuant to Section 3.05.

Prepayments. (a) The 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 Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 50,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The 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]Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar [LIBOR]Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each 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 and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeprepaid and, and of if [LIBOR]Eurodollar Rate Loans, the amount Interest Period(s) of such Lender’s Pro Rata Share of such prepaymentLoans. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar [LIBOR]Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares3.05. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments Loan Cap as then in effect, the Borrower shall immediately prepay the Loans 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 Borrower shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (c) The Borrower shall prepay the Loans 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 L/C Obligations to the extent required pursuant to the provisions of Section 6.12 hereof. (d) The Borrower shall prepay 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 amount equal to 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 (d) above, first, shall be applied ratably to the 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 Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C 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 be due and payable.

Prepayments. (ai) The 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; (ii) any prepayment of Eurodollar Rate Loans shall must 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 not less than $1,000,000 or a whole greater integral multiple of $100,000 in excess thereof or1,000,000, in each case, if less, plus accrued interest on the entire principal amount thereof then outstanding. Each such notice shall specify prepaid to the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share 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. If 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 notice is given by the BorrowerNet 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 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 thereonprepay Borrowings, together with payment of any additional amounts required Funding Losses, and/or deposit funds in the Cash Collateral Account in respect of LC Outstandings pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect12.1(d), the Borrower shall immediately prepay Loans as applicable, in an aggregate amount equal to 100% (without duplication) of such Net Cash Proceeds. (iii) If at any time, the sum of the aggregate principal amount of Borrowings outstanding plus LC Outstandings shall exceed the total Commitments, the Borrower shall forthwith prepay Borrowings, and, to the extent provided for by this Section 3.2(c)(iii), deposit funds in the Cash Collateral Account in respect of LC Outstandings pursuant to Section 12.1(d), in 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. (iv) Prepayments of the Borrowings pursuant to this Section 3.2(c) 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 the Borrower's option, to cash collateralize such other LIBOR Rate Borrowings (which cash collateral will be applied on the last day of the Interest Period of each such LIBOR Rate Borrowing to prepay such LIBOR Rate Borrowings).

Prepayments. (a) The 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effecteffect (including during any Reduced Commitment Period), the Borrower shall immediately prepay Loans Loans, together with any additional amounts required pursuant to Section 3.05, and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) The Borrower shall from time to time prepay outstanding Loans in accordance with Section 6.13, together with any additional amounts required pursuant to Section 3.05.

Prepayments. (a) The 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, New York time, (A) two three Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Dollars, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans in Dollars of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable notice delivered to the Administrative Agent no later than (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) 10:00 A.M. on the date of prepayment such prepayment, in the case of Base Daily Simple SOFR Rate Loans; , and (ii) any prepayment of 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 10:00 A.M. three (iii3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof orU.S. Government Securities Business Days prior thereto, in each casethe case of Term SOFR Rate Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans Facility to be prepaid. The Administrative Agent will promptly notify each Lender prepaid and whether the prepayment is of its receipt of each such noticeDaily Simple SOFR Rate Loans or Term SOFR Rate Loans; provided, and that if a Term SOFR Rate Loan is prepaid on any day other than the last day of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerInterest Period applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant accrued interest to Section 4.05such date on the amount prepaid. Each such prepayment Partial prepayments of Loans shall be applied to the Loans in an aggregate principal amount of the Lenders in accordance with their respective Pro Rata Shares$1,000,000 or a whole multiple thereof. (b) If for [Reserved] (c) If, on any reason date, the Outstanding Amount of all Loans at any time exceeds Total Revolving Advances outstanding on such date exceed the Aggregate Total Revolving Commitments then in effecteffect on such date, the Borrower immediately shall immediately prepay Loans the outstanding Revolving Advances in an aggregate the amount equal to of such excess. If, on any date, the Total Term Advances outstanding under the Term Loan I Facility on such date exceed the Total Term Loan Commitments for Term Loan I Facility in effect on such date, the Borrower immediately shall prepay the outstanding Term Advances under the Term Loan I Facility in the amount of such excess. If, on any date, the Total Term Advances outstanding under the Term Loan II Facility on such date exceed the Total Term Loan Commitments for the Term Loan II Facility in effect on such date, the Borrower immediately shall prepay the outstanding Term Advances under the Term Loan II Facility in the amount of such excess. If, on any date, the Total Term Advances outstanding under the Term Loan III Facility on such date exceed the Total Term Loan Commitments for the Term Loan III Facility in effect on such date, the Borrower immediately shall prepay the outstanding Term Advances under the Term Loan III Facility in the amount of such excess. Any such prepayment pursuant to this Section 2.5(c) shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts owing pursuant to Section 2.14. (d) Except as provided in Section 6, if the Borrower prepays any Loans under this Section 2.5 but fails to specify the applicable Facility and/or Loans that the Borrower intends to prepay, then such prepayment shall be applied, first, to Revolving Advances, second, ratably to Term Advances (and after application among such Loans, to principal installments thereunder in inverse order of scheduled maturities) and, third, to other Obligations in such order as the Administrative Agent may determine in its sole discretion, and all such prepayments made under the applicable Facility shall first be applied to Base Rate Loans, second, to Daily Simple SOFR Rate Loans, then to Term SOFR Rate Loans on a pro rata basis (and, among such Term SOFR Rate Loans, first to those with the earliest expiring Interest Periods).

Prepayments. (a) The Borrower may, 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; (ii) any prepayment of Eurodollar Rate Loans all such voluntary partial prepayments shall be in a principal an aggregate minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; 200,000 and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Sharesthereof. (b) If for any reason On each date the Outstanding Amount outstanding aggregate principal amount of all the Revolving Loans at any time and Swing Line Loans exceeds the Aggregate Commitments then in effect(including, without limitation, as a result of any termination or reduction of the Aggregate Commitments pursuant to Section 2.03(b)), the Borrower shall immediately prepay the Revolving Loans 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 excessprepayment. (c) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty, except as required under Section 5.05

Prepayments. (a) The 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; (ii) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrower Representative, the Borrower 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 thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Administrative Agent notifies the Borrower Representative at any time exceeds that the Total Outstandings at such time exceed an amount equal to the Aggregate Commitments then in effect, then, immediately after receipt of such notice, the Borrower Borrowers shall immediately prepay Loans and Swingline Loans in an aggregate amount at least equal to such excess.

Prepayments. (a) The 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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share 's Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the 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 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 its option, either (1) eliminate such Borrowing Base Deficiency by making a single mandatory prepayment of principal on the Loans in an amount equal to the entire amount of such 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 (B) 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 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 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). (d) Immediately upon the consummation by any Credit Party of any Asset Disposition, 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 consummation of any Asset Disposition, all Net Cash Proceeds from any such Asset 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. (a) The Borrower may, upon notice to 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 part; PROVIDED, however, that each such partial prepayment of a Base Rate Loan shall be in a minimum aggregate principal amount of $200,000 or, if greater in amounts which are integral multiples of $50,000. Except as required by paragraph (b) or penalty; provided (c) below or on the last day of an Interest Period with respect thereto, the Borrower shall not be permitted to prepay LIBOR Loans. (b) In the event that the Aggregate Outstandings exceed the then applicable Borrowing Base or the Aggregate Revolving Credit Outstandings exceed the Total 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 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. (c) Unless otherwise agreed by the Banks in writing, the Borrower shall be required to pay or prepay Revolving Credit Loans outstanding with (i) such notice must be received 80% of the proceeds of the issuance by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to Borrower or any date Guarantor of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loansadditional equity; (ii) 100% of the net proceeds of the sale by the Borrower or any prepayment Guarantor of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofany Real Estate Assets; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and 100% of the amount net proceeds resulting from the repayment of mortgages constituting Real Estate Assets or (iv) such Lender’s Pro Rata Share proceeds as may be paid as a result of such prepayment. If such notice is given by the Borrowera casualty or condemnation, all in accord with Sections 7.11 or 7.12 of this Agreement; provided, however, that the Borrower shall make such prepayment have no obligation under clause (i) above until the aggregate net proceeds of any and all additional equity issuances during the payment amount specified in such notice term of this Agreement shall equal or exceed $1,000,000.00. All prepayments under this paragraph shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan subject to Section 4.1. (d) All payments required by paragraphs (b) or (c) above shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied made to the Loans of the Lenders Banks PRO RATA in accordance with their respective Pro Rata SharesCommitment 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. (be) If for any reason All prepayments made pursuant to this Section 3.2 shall be accompanied by the Outstanding Amount payment of all Loans at any time exceeds accrued interest on the Aggregate Commitments then amount so prepaid and by all amounts required to be paid pursuant to Section 4.1 in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excessconnection therewith.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time may prepay without premium or from time to time voluntarily prepay Loans penalty and in whole or in part without premium or penalty; provided that (but, if in part, then: (i) if 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 Borrowing is of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be , in a principal an amount of not less than $5,000,000 or a whole multiple and integral multiples of $1,000,000 in excess thereof; , (ii) if such Borrowing is of LIBOR Loans, in an amount not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any prepayment Borrowing of LIBOR Loans upon three Business Days’ prior notice to the Administrative Agent or, in the case of a Borrowing of Base Rate Loans shall Loans, notice delivered to the Administrative Agent no later than 10:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be in a made by the payment of the principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify to be prepaid and accrued interest thereon to the date and amount fixed for prepayment. In the case of LIBOR Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment and the Type(s) of Loans to shall be prepaidpaid contemporaneously with such prepayment. The Administrative Agent will promptly notify advise each Lender Bank of its receipt of each any such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such prepayment notice is given by it receives from the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonamount paid or prepaid before the Termination Date may, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied subject to the Loans terms and conditions of the Lenders in accordance with their respective Pro Rata Sharesthis Agreement, be borrowed, repaid and borrowed again. (b) If At any time that the Borrower becomes aware, or should have become aware (pursuant to Borrower’s ordinary business practices) that the aggregate amount of outstanding Loans and L/C Obligations shall at any time for any reason exceed the Outstanding Amount of all Loans at any time exceeds the Aggregate Revolving Credit Commitments then in effect, the Borrower shall, immediately notify the Administrative Agent of this determination. Within two (2) Business Days of the delivery of the notice described in the preceding sentence, the Borrower shall, without further notice or demand, pay the amount of such excess to the Administrative Agent for the ratable benefit of the Banks as a prepayment of the Loans and, if necessary, a prefunding of the Letters of Credit. Each such prepayment shall immediately prepay be accompanied by a payment of all accrued and unpaid interest on the Loans in an aggregate amount equal prepaid and shall be subject to such excessSection 2.11.

Prepayments. (a) The 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. 1:00 p.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; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $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 at least $1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. If for any reason the Outstanding Amount at any time exceeds the Borrowing Base (an “Over Advance”) then in effect, Borrower shall either: (i) immediately prepay Loans in an aggregate amount equal to such Over Advance or (ii) cure such Over Advance by pledging additional Collateral in accordance with Section 6.15(b) within five Business Days. (c) Upon the occurrence of a Change of Control, Borrower shall, on the date of occurrence of such Change of Control, immediately repay all Loans, together with all accrued but unpaid interest thereon, and all other obligations of the Borrower hereunder, in full, and all Commitments shall be terminated in their entirety on the date of occurrence of such Change of Control.

Prepayments. (a1) The Borrower mayUpon not less than one (1) Business Day's prior written notice (in the case of Base Rate Loans or LIBO Rate Loans with Interest Periods expiring on the date of payment) or three (3) Eurodollar Business Days' prior written notice (in the case of LIBO Rate Loans with an Interest Period not expiring on the date of payment) to the Administrative Agent (which shall promptly provide telephonic notice of the receipt thereof to each of the Lenders), upon notice the Borrowers may voluntarily prepay principal amounts outstanding under the Term Loan in whole or in part; provided, however, that voluntary prepayments shall be in the minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof. Voluntary prepayments of principal pursuant to this Section 3.3(1), shall be credited against the principal amortization payments next due as required under Section 3.4, but shall not relieve Borrowers from the obligation to make prepayments pursuant to Section 3.3(2). (2) Prior to the payment in full of all amounts outstanding under the Interim Facility pursuant to the terms of the Interim Facility Credit Agreement, the Borrowers shall comply with the obligations set forth in Section 7.16 hereof. Upon payment in full of all amounts outstanding under the Interim Facility pursuant to the terms of the Interim Facility Credit Agreement and Section 7.16 below, subject to Section 3.3(3), Section 3.3(4) and Section 3.3(5), to the extent any Net Cash Proceeds remain that were not applied to repay the Interim Facility in accordance with the Interim Facility Credit Agreement and Section 7.16 below, and thereafter to the extent that the Borrowers or their Affiliates from time to time consummate any transactions of the types described below, the Borrowers shall remit to the Administrative Agent as a mandatory prepayment for application against the outstanding principal balance of the Term Loan: (A) Concurrently with the consummation of any such Disposition or Financing, that dollar amount equal to fifty percent (50%) of Net Cash Proceeds in respect of any Disposition or Financing of any Westcor Assets; provided that with respect to a Disposition, no such prepayment shall be required if and to the extent that each of the following conditions is satisfied: (i) such Disposition occurs as part of a Like-Kind Exchange (or is a Disposition of the Properties described in Section 3.3(2)(C)(ii) or (iii) of the Interim Facility Credit Agreement); (ii) the Exchange Property (or Property acquired as described in Section 3.3(2)(C)(ii) or (iii) of the Interim Facility Credit Agreement) is acquired by the Macerich Entity engaged in such Disposition, a Wholly-Owned Subsidiary of such Macerich Entity, a Westcor Principal Entity, or a Wholly-Owned Subsidiary of a Westcor Principal Entity substantially concurrently with such Disposition, or, if not substantially concurrently, then in accordance with all deferred Like Kind Exchange requirements under the Code (but if the Property is acquired as described in and in accordance with Section 3.3(2)(C)(iii) of the Interim Facility Credit Agreement, such Like Kind Exchange requirements shall not apply), including: (A) deposit of the Net Cash Proceeds in a qualifying escrow account; (B) identifying the Exchange Property within the qualifying period provided under the Code; and (C) consummating the Like Kind Exchange within six months after the subject Disposition; (iii) the Exchange Property is treated as a Westcor Asset for purposes of this Section 3.3 such that any subsequent Disposition of such Exchange Property shall be subject to the mandatory prepayment provisions otherwise specified herein; and (iv) to the extent there are any Net Cash Proceeds in excess of the purchase price for the Exchange Property, fifty percent (50%) of such sums are remitted to the Administrative Agent as a mandatory prepayment pursuant to this Section 3.3(2). (B) Concurrently with the consummation of any such transaction, that dollar amount equal to fifty percent (50%) of Net Cash Proceeds in respect of the issuance of debt or equity Securities by any of the Westcor Borrowers, the Westcor Principal Entities, or their Subsidiary Entities (but in all events any such debt or equity issuance shall otherwise comply with the terms of this Agreement). (C) Concurrently with the consummation of any such Disposition or Financing, that dollar amount equal to one hundred percent (100%) of Net Cash Proceeds in respect of any Disposition or Financing of the Designated Assets; provided, however, that no prepayment shall be required under this Section 3.3(2)(C) for the Disposition of the Bristol Shopping Center Asset in connection with a Like-Kind Exchange, provided that (i) the asset so exchanged for the Bristol Shopping Center Asset shall thereafter constitute a Designated Asset for purposes of this Section 3.3 and shall be subject to the mandatory payment provisions otherwise specified herein; (ii) the Exchange Property is acquired by the Macerich Entity engaged in such Disposition, a Wholly-Owned Subsidiary of such Macerich Entity, the Macerich Partnership, or a Wholly-Owned Subsidiary of Macerich Partnership substantially concurrently with such Disposition, or, if not substantially concurrently, then in accordance with all deferred Like Kind Exchange requirements under the Code, including: (A) deposit of the Net Cash Proceeds in a qualifying escrow account; (B) identifying the Exchange Property within the qualifying period provided under the Code; and (C) consummating the Like Kind Exchange within six months after the subject Disposition; and (iii) to the extent there are any Net Cash Proceeds in excess of the purchase price for the Exchange Property, such sums are remitted to the Administrative Agent as a mandatory prepayment pursuant to this Section 3.3(2). (D) With respect to any principal payments received by any Macerich Entity in respect of any Disposition Promissory Note, (i) promptly, but in no event more than three (3) Business Days after the subject payment, one hundred percent (100%) of any such principal payments (or if such Disposition Promissory Note was delivered in connection with the Disposition of a Westcor Asset, fifty percent (50%) of such principal payments); provided, however, that no such payment need be made to Administrative Agent pursuant to this clause (i) until the aggregate of all principal sums then paid in respect of such Disposition Promissory Notes, and not previously paid to Administrative Agent pursuant to clause (ii) below, exceed $1,000,000; and (ii) on the first day of each January, April, July, and October, that dollar amount equal to one hundred percent (100%) of any principal payments (or if such Disposition Promissory Note was delivered in connection with the Disposition of a Westcor Asset, fifty percent (50%) of such principal payments) made with respect to any Disposition Promissory Note during the immediately preceding fiscal quarter, less any sums paid to the Administrative Agent during such preceding fiscal quarter pursuant to clause (i) above. (3) Notwithstanding Section 3.3(2) above, no such prepayment shall be required if and to the extent that: (i) concurrently with the consummation of the subject Disposition or Financing, the Borrowers shall provide an Officer's Certificate to the Administrative Agent certifying that such Net Cash Proceeds will be utilized to either (x) purchase designated Unaffiliated Partner Interests, or (y) make designated capital improvements to one or more specified Designated Assets or Westcor Assets, each within one hundred and eighty (180) days (or such longer period of time as the Administrative Agent may approve in its reasonable judgment) of the consummation of such Disposition or Financing (the "Proceeds Expenditure Date"); (ii) concurrently with the consummation of the subject Disposition or Financing, such Net Cash Proceeds shall be deposited in an account (the "Proceeds Expenditure Account") pursuant to an account agreement in form and substance reasonably acceptable to the Administrative Agent, at any time provided, that (w) the Proceeds Expenditure Account shall be interest bearing and all interest earned on Net Cash Proceeds deposited into the Proceeds Expenditure Account shall be for the account of the Borrowers and, so long as no Potential Default or Event of Default has occurred and is continuing, the Borrowers shall be permitted to withdraw such interest, without further approval from time the Administrative Agent, (x) so long as no Potential Default or Event of Default has occurred and is continuing, the Borrowers shall be permitted to time voluntarily prepay Loans withdraw such deposited sums, without further approval of Administrative Agent, solely for the purposes set forth in whole or in part without premium or penalty; provided that clause (i) above, (y) the Borrowers shall certify in a Compliance Certificate delivered at the end of each fiscal quarter that the proceeds (other than interest accrued on deposited sums) withdrawn from the Proceeds Expenditure Account were used for the purposes set forth in clause (i) above (and such sums may be withdrawn in respect of designated improvement expenses or acquisition costs for designated Unaffiliated Partner Interests incurred prior to the subject Disposition or Financing if such sums were incurred not more than 180 calendar days prior to such Disposition or Financing and Borrowers have provided written notice must be received by to Administrative Agent of such anticipated use of Net Sales Proceeds within 90 days after such expenses are incurred) and (z) the Administrative Agent not later than 11:00 a.m. shall have, on behalf of itself and the Lenders (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on Borrowers hereby grant Administrative Agent), a perfected security interest in the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofProceeds Expenditure Account and all funds deposited therein; and (iii) on or prior to the Proceeds Expenditure Date, all sums deposited in the Proceeds Expenditure Account shall be expended in accordance with the terms of this Section 3.3(3), and if not so expended shall promptly be delivered to the Administrative Agent for application to the principal amount of the Term Loan. In the event, on the Proceeds Expenditure Date, Borrowers have incurred specific liabilities with respect to designated capital improvements or acquisition costs for designated Unaffiliated Partner Interests and Administrative Agent has determined in its reasonable judgment that such improvements or Unaffiliated Partner Interests acquisition will be completed in a timely manner, Borrowers may withdraw funds from the Proceeds Expenditure Account to pay for such incurred liabilities even if Borrowers have not then paid for such liability expenses and the improvements or Unaffiliated Partner Interests acquisition are not then completed. If an Event of Default occurs at any time, all sums deposited in the Proceeds Expenditure Account shall be disbursed to Administrative Agent and applied in accordance with Section 3.5. (4) So long as no Event of Default has occurred, the amount of all prepayments made pursuant to this Section 3.3 shall be applied toward the satisfaction of the amortization requirement set forth in Section 3.4 below. Once the Pre-Extension Amortization Payments are paid in full, the Borrowers shall not be required to make any mandatory prepayments under this Section 3.3; provided, however, if the Borrowers extend the Original Maturity Date pursuant to Section 1.4, then, at the time of such extension, the requirements of this Section 3.3 with respect to mandatory prepayments shall again be effective and shall remain effective until such time as the Post-Extension Amortization Payments are paid in full by the Borrowers. (5) In the event (i) no Potential Default or Event of Default exists and is continuing and (ii) the amount of prepayment required to be made pursuant to this Section 3.3 shall exceed the aggregate principal amount of the applicable outstanding Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of (the amount of any such Lender’s Pro Rata Share excess being called the "Excess Amount"), the Borrowers shall have the right, in lieu of making such prepayment in full at such time, to prepay all the outstanding Base Rate Loans and to deposit an amount equal to the Excess Amount with the Administrative Agent in a cash collateral account maintained by and in the sole dominion and control of the Administrative Agent and otherwise subject to an account agreement in form and substance reasonably satisfactory to the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the Obligations and applied to the prepayment of the applicable LIBO Rate Loans, in the order instructed by any Borrower or if no instructions are timely provided as directed, as determined by the Administrative Agent, at the end of the current Interest Periods applicable thereto. On any Business Day on which (x) collected amounts remain on deposit in or to the credit of such prepayment. If cash collateral account after giving effect to the payments made on such notice is given by day pursuant to Section 3.3 and (y) the Borrower, Borrowers shall have delivered to the Borrower Administrative Agent a written request or a telephonic request (which shall make be promptly confirmed in writing) that such prepayment and the payment amount remaining collected amounts be invested in Cash Equivalents specified in such notice request, the Administrative Agent shall use its reasonable efforts to invest such remaining collected amounts in such Cash Equivalents; provided, however, that (A) the Administrative Agent shall have continuous dominion and full control over any such investments (and over any interest and proceeds that accrue thereon), (B) the Administrative Agent shall have otherwise determined in good faith that a perfected security interest shall be due maintained in respect of all funds (including interest on and payable on proceeds of the date specified thereinCash Equivalents) deposited in such cash collateral account, and (C) no Cash Equivalents shall mature after the end of the Interest Period in respect of which it is to be applied. Any prepayment Under no circumstance shall the Borrowers have any right to withdraw any amount from such cash collateral account or cause the Administrative Agent to apply such sums for any purpose other than the application of a Eurodollar such funds to repay the applicable LIBO Rate Loan shall be accompanied by all Loans and accrued interest thereon. Upon the occurrence of an Event of Default, together all sums deposited with any additional amounts required pursuant to Section 4.05. Each such prepayment shall the Administrative Agent may be applied to the Loans of the Lenders Obligations in accordance with their respective Pro Rata Sharesthis Agreement. (b6) If for The Borrowers shall pay in connection with any reason prepayment hereunder, whether voluntary or mandatory, all interest accrued but unpaid on that portion of the Outstanding Amount Term Loan to which such prepayment is applied, and in the case of prepayment of any portion of the Term Loan constituting LIBO Rate Loans, all amounts payable pursuant to Section 2.9 above, concurrently with payment of any principal amounts. (7) Prior to the occurrence of an Event of Default and acceleration of the Obligations, prepayments shall be applied first to Base Rate Loans at any time exceeds to the Aggregate Commitments extent possible and then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excessLIBO Rate Loans.

Prepayments. (a) The In addition to the required payments of principal of the Term Loans as set forth in Section 2.08 and any mandatory prepayments of principal of the Term Loans effected under subsection (b) below, Borrower may, upon irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and the Revolving Loans in whole or in part from time to time on any Business Day, without premium penalty or penaltypremium; provided 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 Rate Loans and (B) on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; thereof (or in the entire remaining principal balance of the Loans, as applicable), and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, (or in each case, if less, the entire remaining principal amount thereof then outstandingbalance of the Loans). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Segment to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each 3.05. (b) In addition to the required payments of principal of the Loans set forth in Section 2.08 and any optional payments of principal of the Loans effected under subsection (a) above, Borrower shall make the following required prepayments of the Loans, each such payment to be made to the Administrative Agent for the benefit of the Lenders within the time period specified below: (1) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each sale or transfer of any property or assets of Borrower or any of its Subsidiaries; provided that, notwithstanding the foregoing, up to $1,000,000 in the aggregate of Net Cash Proceeds from any such asset dispositions received in any Fiscal Year by the Loan Parties shall not be required to be applied to the Loans prepayment of the Lenders Term Loans on such date to the extent such proceeds are to be reinvested in or otherwise used to replace the property sold; provided further that, if the applicable Loan Party has not completed or entered into a binding agreement to complete such reinvestment or replacement within one hundred eighty (180) days after receipt of such proceeds, the Administrative Agent may apply such proceeds to the Term Loans in accordance with their respective Pro Rata Sharesthis Section 2.06(b); (2) a prepayment in an amount equal to fifty percent (50%) of the Net Cash Proceeds of each sale or issuance of any Equity Interests by Borrower or any of its Subsidiaries unless issued to Borrower or one of its Subsidiaries; (3) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of any Extraordinary Receipts; provided that, notwithstanding the foregoing, the Net Cash Proceeds from any casualty event or condemnation proceeding shall not be required to be used as a prepayment on such date to the extent such proceeds will be used to replace, restore, repair or rebuild property; provided that, if such Loan Party has not completed or entered into a binding agreement to complete such replacement, restoration, repair or rebuilding within one hundred eighty (180) days after receipt of such Extraordinary Receipts, the Administrative Agent may apply such Extraordinary Receipts to the Obligations in accordance with this Section 2.06(b); and (4) a prepayment in an amount equal to one hundred percent (100%) of any Indebtedness of Borrower incurred after the Closing Date, except for any Indebtedness permitted under Section 7.03. Each prepayment will be made within ten (10) Business Days of the receipt of such proceeds. (bc) All prepayments under this Section 2.06 shall be applied by the Administrative Agent in the following order (except as otherwise provided in Section 2.06(a)): First, (i) with respect to such prepayments other than voluntary prepayments of the Revolving Loans, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, on a pro rata basis as to the remaining scheduled payments of the Term Loans (including the payment due on the Term Loan Maturity Date), ratably among the Term Lenders in proportion to the respective amounts described in this clause First held by them, and (ii) with respect to voluntary prepayments of Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause First held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments); Second, to payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause Second held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments except in the case of a payment made pursuant to Sections 2.06(b)(1) and (b)(3)); Third, to payment of that portion of the Obligations constituting liabilities, including any termination payments due and payable, under any Related Swap Contract with any Lender or any Affiliate of a Lender party to a Related Swap Contract and as to which the Administrative Agent has received notice of the amounts owed thereunder from the applicable Lender or any Affiliate of a Lender party to a Related Swap Contract, ratably among such Lenders or such Affiliates in proportion to the respective amounts described in this clause Third held by them; and Last, to the payment of any other amounts constituting Obligations, ratably among the Administrative Agent, the Lenders and their Affiliates in proportion to the respective amounts described in this clause held by them. (d) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(d) unless after the prepayment in full of the Revolving Loans the Total Revolving Loan Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, Borrowers at any time or and from time to time voluntarily prepay if the Loans in whole to be repaid are Prime Rate Loans, or in part on the last day of the applicable Interest Period if the Loans to be repaid are LIBOR Loans, without premium or penalty; penalty except as provided that (i) such in Section 2.14, upon not less than three Business Days’ irrevocable written notice must be received by to the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior Bank with respect to any date prepayments of prepayment of Eurodollar Rate LIBOR Loans and (B) on the date of prepayment of Base same Business Day irrevocable written notice with respect to Prime Rate Loans; (ii) any prepayment of 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 $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 specifying the date and amount of repayment and whether such prepayment and the Type(s) repayment is of LIBOR Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeor Prime Rate Loans, or a combination thereof, and of if a combination thereof, the amount of such Lender’s Pro Rata Share of such prepaymentrepayment allocable to each. If such notice is given by the Borrowergiven, the Borrower Borrowers shall make such prepayment repayment and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required accrued interest to such date on the amount repaid to the Bank. Partial prepayments pursuant to this Section 4.05. Each such prepayment 2.9 shall be applied in an aggregate principal amount of (x) except as provided in the Loan Management Agreement, $100,000 or whole multiples in excess thereof with respect to the Prime Rate Loans and (y) $100,000 or whole multiples of the Lenders $50,000 in accordance excess thereof with their respective Pro Rata Sharesrespect to LIBOR Loans. (b) If for any reason To the Outstanding Amount extent that the Aggregate Outstandings exceeds the lesser of all Loans (i) the Borrowing Base as in effect at any time exceeds or (ii) the Aggregate Commitments Line of Credit Commitment as then in effect, the Borrower Borrowers shall immediately prepay the Line of Credit Loans in an aggregate to the extent necessary to cause compliance therewith. (c) Each prepayment of principal of a Loan pursuant to this Section 2.09 shall be accompanied by accrued interest to the date prepaid on the amount equal prepaid. Prepayments of LIBOR Loans shall be accompanied by the amounts, if any, due pursuant to such excessSection 2.13.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily time, upon not less than one Business Day's irrevocable notice to the Agent, ratably 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; (ii) any prepayment of Eurodollar Rate Loans shall be part, in a principal minimum amount of $5,000,000 or a whole any higher integral multiple of $1,000,000 in excess thereof; and (iii) any 1,000,000. Such notice of prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Advances to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any . (b) Concurrently with the receipt by the Borrower of any Net Cash Proceeds, the Borrower shall make a prepayment of a Eurodollar Rate Loan shall be accompanied by the Loans in an amount (the "Proceeds Application Amount") equal to the remainder (rounded down, if necessary, to an integral multiple of $1,000,000) of (i) all accrued interest thereon, together with any additional amounts required Net Cash Proceeds received since the date hereof minus (ii) the sum of (x) the aggregate amount of such Net Cash Proceeds previously applied to prepay Loans pursuant to this Section 2.6(b) plus (y) the aggregate amount of Net Cash Proceeds previously applied to reduce the Aggregate Commitment pursuant to Section 4.05. Each such prepayment 2.5(c) (and, if all outstanding Loans have been paid in full, the remainder of the Proceeds Application Amount shall be applied in accordance with Section 2.5(c)); provided that, unless an Event of Default has occurred and is continuing, if and to the extent that any prepayment required by the foregoing would result in an obligation of the Borrower to pay any amount pursuant to Section 3.4, the Borrower may, upon notice to the Agent, deposit the amount of such required prepayment in an escrow account on terms satisfactory to the Agent to be applied to the prepayment of the Loans on the last day of each Interest Period ending thereafter until such prepayment has been made in full (or on such earlier date as the Loans become payable in accordance with the terms hereof). (c) The Agent will promptly notify each Bank (i) of its receipt of any notice of prepayment pursuant to clause (a) above and (ii) upon receipt of notice of any mandatory prepayment pursuant to clause (b) above. All prepayments shall be applied ratably to the Loans of the Lenders Banks in accordance with their respective Pro Rata Shares. (b) If for Shares and to such Advances as the Borrower shall specify. Concurrently with any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effectprepayment, the Borrower shall immediately prepay Loans in an aggregate pay accrued interest on the amount equal prepaid and all amounts required pursuant to such excessSection 3.4. (d) The Borrower shall have no right to reborrow any portion of a Loan which has been prepaid.

Prepayments. (i) Borrower shall remit to Administrative Agent as a mandatory prepayment for application against the outstanding Principal Amount: (a) The Borrower mayProceeds of a Casualty or Condemnation of the Property, upon to the extent required to be applied to the prepayment of the Loan under Section 6.2.2. (b) During any Cash Sweep Period, all sums required to be deposited in the Cash Sweep Reserve Account shall be applied as provided in Section 3.1.5. (ii) If prior to the Restricted Prepayment Date, the Obligations in respect of the principal balance of the Loan are accelerated by reason of an Event of Default, then Lenders shall be entitled to receive, in addition to the unpaid principal and accrued interest and other sums due under the Loan Documents, an amount equal to the Prepayment Premium applicable to such principal so accelerated or paid. (iii) Upon not less than five (5) Business Days’ prior written notice to Administrative Agent (which shall promptly provide telephonic notice of the Administrative Agentreceipt thereof to each of Lenders), at any time or from time to time Borrower may voluntarily prepay Loans the principal amount outstanding under the Loan in whole or in part (without premium or penalty; provided that (iany release of collateral securing the Loan) such notice must be received by subject to the Administrative Agent not later than 11:00 a.m. following conditions: (A) two Business Days prior to any date of such prepayment of Eurodollar Rate Loans principal shall be accompanied by the payments required to be made under Section 2.3.3(iv) below; and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans voluntary prepayments 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 the minimum amount of $1,000,000 or a whole multiple and integral multiples of $100,000 in excess thereof orthereof. Voluntary prepayments of principal pursuant to this Section 2.3.3(iii), shall not relieve Borrower from the obligation to make mandatory prepayments pursuant to Section 2.3.3(i). (iv) Borrower acknowledges that (a) Lenders are making the Loan in consideration of the receipt by Lenders of all interest and other benefits intended to be conferred by the Loan Documents and (b) if payments of principal are made to Lenders prior to the Restricted Prepayment Date voluntarily or involuntarily as a result of the acceleration of the Loan after an Event of Default, Lenders will not receive all such interest and other benefits and may, in addition, incur costs. For these reasons, and to induce Lenders to make the Loan, Borrower agrees that all payments made voluntarily or involuntarily (other than due to a casualty or condemnation and other than by application of amounts on deposit in the Cash Sweep Reserve Account to the outstanding Principal Amount) or after the acceleration of the principal amount of the Loan on or prior to the Restricted Prepayment Date will be accompanied by the Prepayment Premium. Such Prepayment Premium shall be required whether payment is made by Borrower, by a Person on behalf of Borrower, or by the purchaser at any foreclosure sale, and may be included in any bid by Lenders at such sale. Borrower further acknowledges that (A) it is a knowledgeable real estate developer and/or investor; (B) it fully understands the effect of the provisions of this Section 2.3.3(iv), as well as the other provisions of the Loan Documents; (C) the making of the Loan by Lenders at the interest rate provided and other terms set forth in the Loan Documents are sufficient consideration for Borrower’s obligation to pay a Prepayment Premium (if required); and (D) Lenders would not make the Loan on the terms set forth herein without the inclusion of such provisions. Borrower also acknowledges that the provisions of this Agreement limiting the right of prepayment and providing for the payment of the Prepayment Premium and other charges specified herein were independently negotiated and bargained for, and constitute a specific material part of the consideration given by Borrower to Lenders for the making of the Loan. (v) Borrower shall pay in connection with any prepayment hereunder, whether voluntary or mandatory, (a) all interest accrued but unpaid on that portion of the Loan to which such prepayment is applied (which interest, if such prepayment is made on a date other than a Payment Date, shall be deemed to have accrued on such portion of the Loan through the end of the Interest Period in which such prepayment occurs), (b) with respect to voluntary or involuntary prepayments prior to the Restricted Prepayment Date (other than due to a casualty or condemnation and other than by application of amounts on deposit in the Cash Sweep Reserve Account to the outstanding Principal Amount), the Prepayment Premium, (c) all amounts payable pursuant to Section 2.2.8 above, and (d) all costs and expenses of Administrative Agent and Lenders incurred in connection with the prepayment (including without limitation, any costs and expenses associated with a release of any Liens as well as reasonable attorneys’ fees and expenses), in each case, if less, the entire case concurrently with payment of any principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Sharesamounts. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) (i) The Borrower may, upon notice to the Administrative Agent, 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; (ii) any prepayment of 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 $1,000,000 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 and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice; provided that, and if a Eurodollar Loan is prepaid on any day other than the last day of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the BorrowerInterest Period applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.13. Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent 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 and on or prior to the payment date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required accrued interest to such date on the amount prepaid. 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 4.05. 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 Pro Rata Shares. (b) pro rata share of such Loans. If for any reason Repricing Event occurs prior to the Outstanding Amount of all Loans at any time exceeds date occurring 6 months after the Aggregate Commitments then in effectAmendment No.1 Effective Date, the Borrower shall immediately prepay 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 2.16(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 1.00% of the aggregate principal amount of the Term B Loans subject to such excessRepricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of such Repricing Event.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or may from time to time voluntarily prepay Loans in whole prepay, without penalty 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; (ii) any prepayment of Eurodollar Rate Loans shall be premium, all outstanding ABR Advances, or, in a principal minimum aggregate amount of $5,000,000 1,000,000 or a whole any integral multiple of $1,000,000 in excess thereof; and , 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, subject to the payment of any funding indemnification amounts required by Section 3.6 but without penalty or premium, (iiii) any prepayment all of Base Rate Loans shall be a Term SOFR Advance, or (ii) 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 $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s5,000,000) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment any portion of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesTerm SOFR Advance. (b) If for If, on any reason the Outstanding Amount of all Loans at any time date, Borrowing Base Debt exceeds the Aggregate Commitments then in effectBorrowing Base, the Borrower shall immediately shall, no later than one Business Day after such date (unless, for the avoidance of doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Borrowing Base on such Business Day), prepay Loans and/or Cash Collateralize Letter of Credit Obligations in an aggregate amount accordance with this Section 2.6(b) such that (i) Borrowing Base Debt is equal to or less than the Borrowing Base or (ii) all Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be applied in connection with prepayments made pursuant to this Section 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 excessprepayments because Letter of Credit Obligations constitute a portion thereof, the Administrative Agent shall deposit the balance of such prepayments in a cash collateral account established with the Administrative Agent for the benefit of the 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 pursuant to this Section 2.6(b) shall be made, first, to ABR Loans and, second, to Term SOFR Loans.

Prepayments. (a) The 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; (ii) any prepayment of 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 $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the 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; provided, however, that prepayments under this Section 2.05(d) shall not be required until the aggregate amount of unapplied Extraordinary Receipts exceeds $5,000,000. (e) The aggregate amount of all prepayments under Section 2.04(c) and (d) in excess of $20,000,000 shall reduce the Aggregate Commitments by the amount of such excess.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from From time to time the Borrower may voluntarily prepay Loans the Loans, in whole or in part part, subject to the provisions of Section 2.17 but otherwise without premium or penalty; provided that , upon at least three (i3) such Business Days' irrevocable notice must be received by to the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment Agent, in the case of Eurodollar Rate Loans and (B) otherwise by 12:00 noon on the date of prepayment payment, specifying the date and amount of Base Rate Loans; (ii) any prepayment prepayment. Partial prepayments of Eurodollar Rate Revolving Loans shall be in a an aggregate principal amount of $5,000,000 100,000 or a whole multiple in excess thereof or, if less, the then outstanding principal amount of the Revolving Loans. Partial prepayments of Term Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire outstanding principal amount thereof then outstandingof the Loan being prepaid. Each All prepayments shall be allocated to the Lenders based on their respective Total Percentages (as such notice term is used in the definition of "Percentage"). The Borrower shall specify further instruct the date and amount of Lenders whether to apply such prepayment and to Revolving Loans or Term Loans or both; provided such instructions shall require the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify same pro rata allocation by each Lender among the Revolving Loans and Term Loans held by them. (b) If any notice of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice prepayment is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment Prepayments of a Eurodollar Rate Loan the Loans shall be accompanied by all payment or accrued interest thereon, together with any additional amounts to the payment date on the principal amount prepaid. (c) Partial prepayments of the Term Loans shall be applied to the installments of principal under the Term Loans in the inverse order of their respective scheduled maturities. (d) Amounts prepaid on account of the Term Loans may not be reborrowed. (e) On or before the fifth (5th) Business Day following the date the consolidated and consolidating balance sheet of ERC US and its consolidated subsidiaries are required to be delivered pursuant to Section 4.055.1(a) in each year beginning in 2003, the Borrower shall prepay the outstanding principal amount of the Term Loans by an amount equal to 50% of Excess Cash Flow for the immediately preceding fiscal year. Principal prepayments made pursuant to this Section 2.9(e) shall be applied to required payments of the principal of the Term Loan pursuant to Section 2.6(b) in the inverse order of maturity until the Term Loan is paid in full. Principal amounts repaid pursuant to this Section 2.9(e) may not be reborrowed. (f) In the event that (i) any Person constituting the Borrower or any Subsidiary of any Person constituting the Borrower (other than SSG) shall effect a Transfer of any Capital Stock issued by ERC US or SSG owned by such Person constituting the Borrower or any such Subsidiary or (ii) ERC US shall issue any additional Capital Stock or effect a Transfer of any of its Capital Stock held as treasury shares or otherwise (other than (1) in satisfaction of the exercise of stock options held by any employee or director of ERC US pursuant to ERC US' stock option plan, (2) the issuance of warrants (and Capital Stock in satisfaction thereof) to brokerage houses in connection with the marketing of the Capital Stock of ERC US, (3) the issuance of Capital Stock of ERC US pursuant to exchange offers in connection with investments in other Persons permitted by the terms hereof and (4) the issuance of Capital Stock of ERC US in connection with the conversion of any Convertible Debentures into such Capital Stock), or (iii) any Person constituting the Borrower or any Subsidiary of any Person constituting the Borrower (other than SSG) shall effect a Transfer of any assets (other than Transfers of inventory in the ordinary course of business and Transfers of equipment which is or to be replaced in the ordinary course within three (3) months from the date of Transfer); in each case described in the preceding clauses (i), (ii) and (iii) for a price in excess of $500,000 in the aggregate in any fiscal year (whether such Transfers are made in one or more transactions); the Borrower shall, simultaneously with the consummation of any such Transfers, prepay the Term Loans in an amount equal to the net proceeds of such Transfer(s) (including the first $500,000 thereof but after deducting reasonable attorneys' fees and other customary costs of Transfer). Each such prepayment shall be applied to the Loans required payments of the Lenders principal of the Term Loan pursuant to Section 2.6(b) in accordance with their respective Pro Rata Sharesthe inverse order of maturity until the Term Loan is paid in full. Principal amounts repaid pursuant to this Section 2.9(f) may not reborrowed. No Transfer referred to in this Section 2.9(f) shall be effected except on arms length business terms. (bg) If for any reason The Agent shall disburse all prepayments of the Outstanding Amount of all Loans at any time exceeds to the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excessLenders on a pro rata basis.

Prepayments. (ai) The Borrower mayprincipal amount of any Base Rate Advance may be prepaid in full or ratably in part at any time without premium (except as provided in clause (a)(ii) of this Section) or penalty and without regard to the Payment Date for such Advance (in the case of any Base Rate Advance) upon written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent on the date of such prepayment; provided, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. LIBOR Advances may be prepaid in full or ratably in part at any time without premium (except as provided in clause (a)(ii) of this Section) or penalty prior to the applicable Payment Date, upon three (3) Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; provided, however, that the Borrower shall reimburse the Lenders and the Administrative Agent, on the earlier of demand by the applicable Lender or the applicable Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9; provided further, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. Any partial prepayment hereunder shall be in amounts of not less than $500,000 and in integral multiples of $250,000 (or, if less, the remaining outstanding principal amount thereof). Initial Revolving Loans, Additional Revolving Loans, Other Revolving Loans and Swingline Loans prepaid pursuant to this Section 2.6(a) may be reborrowed, subject to the terms and conditions hereof. Any Term B-2 Loan, any Term C Loan, any Term D Loan, Incremental Term Loan or Other Term Loan, as applicable, prepaid pursuant to this Section 2.6(a) may not be reborrowed. Amounts prepaid shall be paid together with accrued interest on the amount so prepaid accrued through the date of such prepayment. Repayments under this Section 2.6(a) shall be applied to the remaining scheduled principal installments of the applicable Term Loans as the Borrower shall direct. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 2.9. (ii) In the event that, during the six month period following the Restatement Effective Date, the Borrower (A) makes any prepayment of the Term D Loan in connection with any Repricing Transaction (as defined below) or (B) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, at any time or from time to time voluntarily prepay Loans for the ratable account of each applicable Lender with the Term D Loan, a fee in whole or an amount equal to, (1) 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. case of clause (A) two Business Days prior to any date ), a prepayment premium of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and 1.0% of the amount of the Term D Loan being prepaid and (2) in the case of clause (B), a payment equal to 1.0% of the aggregate principal amount of the applicable Term D Loan outstanding immediately prior to such Lender’s Pro Rata Share of such prepaymentamendment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice Such amounts shall be due and payable on within three (3) Business Days of the date specified thereinof the effectiveness of such Repricing Transaction. Any For the purpose of this Section 2.6(a)(ii), “Repricing Transaction” shall mean (x) any prepayment or repayment of a Eurodollar Rate the Term D Loan shall be accompanied by all accrued interest thereonwith the proceeds of, together or any conversion of the Term D Loan into, any new or replacement Indebtedness with any additional amounts required pursuant to Section 4.05. Each such prepayment shall be applied an “effective yield” that is less than the “effective yield” applicable to the Loans Term D Loan (in each case with such comparative “effective yields” to be determined in the reasonable judgment of the Lenders Administrative Agent consistent with generally accepted financial practices taking into account, for example, upfront fees, interest rate margins, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, commitment, syndication, underwriting or other fees payable in connection therewith that are not shared with all lenders or holders of the Term D Loan or such new or replacement Indebtedness, as the case may be) and (y) any amendment to the pricing terms of the Term D Loan which reduces the “effective yield” (determined in accordance with their respective Pro Rata Sharesclause (x) above) applicable to the Term D Loan. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or and from time to time time, voluntarily prepay Loans Loans, in whole or in part 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 Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable on on, the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued accrued, unpaid interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) [Intentionally Blank]. (c) [Intentionally Blank]. (d) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The 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; , (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 5 million or a whole multiple of $1,000,000 500,000 in excess thereof; , and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) In the event the Successful IPO of the Borrower has not been consummated on or prior to the day which is 18 months after the Closing Date, the Borrower shall promptly prepay the Loans and/or Cash Collateralize or pay the L/C Obligations in an aggregate amount necessary to reduce the Outstanding Amount of Loans plus the Outstanding Amount of L/C Obligations to $50 million. (c) In the event the Successful IPO of the Borrower has not been consummated on or prior to the which is day 30 months after the Closing Date, the Borrower shall promptly prepay the Loans and/or Cash Collateralize or pay the L/C Obligations in an aggregate amount necessary to reduce the Outstanding Amount of Loans plus the Outstanding Amount of L/C Obligations to $40 million. (d) If for any reason the Outstanding Amount of all Loans Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving 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., Central Time, (A) two five Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole greater integral multiple of $1,000,000 in excess thereof100,000; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole greater integral multiple of $100,000 in excess thereof 100,000, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.053.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason (including a redetermination of the Outstanding Amount of all Loans Borrowing Base) the Total Outstandings at any time exceeds exceed the lesser of Aggregate Commitments then in effect and the Borrowing Base then in effect, the Borrower shall immediately (and in any event within three (3) Business Days) (i) prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessexcess or (ii) add to the Borrowing Base Oil and Gas Properties additional Oil and Gas Properties of the Borrower sufficient in value, as determined pursuant to Section 2.04, to increase the Borrowing Base to equal or exceed the Total Outstandings. (c) On each date on which Borrower sells any of its Borrowing Base Oil and Gas Properties, the Borrowing Base shall be automatically reduced to the loan value (determined in accordance with the procedures for determining the Borrowing Base) of the remaining Borrowing Base Oil and Gas Properties, and the Borrower shall be required immediately to make the prepayment, if any, required pursuant to Section 2.05(b).