Common use of Revolving Credit Loans and Term Loans Clause in Contracts

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of 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 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of $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 $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 or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of 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 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of $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 $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 or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class)Borrower, and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice (A) Subject to the Administrative Agent terms and conditions of this Agreement, the Banks will make available to Borrower a revolving credit facility in an aggregate amount not to exceed the lesser of (x) the Available RCL Amount or (y) the Borrowing Base (the "Revolving Credit Loan Commitment"), pursuant to which each Bank may from time to time: make revolving credit advances to Borrower, but in the aggregate, not to exceed the amount set forth on Schedule 6 (together with the Term Loan Commitment shown on Schedule 6, and as the same may be reduced by one or more assignments under Section 11.18, such Bank's "Commitment"). Any revolving credit advance made pursuant to the delivery to Revolving Credit Loan Commitment as described in (i) the Administrative Agent aggregate face amounts of a Notice all Letters of Loan Prepayment, at any time Credit issued by the Issuing Bank for the account of Borrower and outstanding or drawn but unreimbursed from time to time voluntarily prepay Revolving Credit Loans or time, which shall in no event exceed $20,000,000 at any Class of 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 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loantime, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment $5,000,000 of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount Debt of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; FarmPro, Inc. guaranteed by Borrower and (iii) the amount of Revolving Credit Loans outstanding. The face amount of all Letters of Credit issued by the Issuing Bank for the account of Borrower under the Original Loan Agreement that are outstanding or drawn but unreimbursed as of the date hereof shall be deemed Letters of Credit issued pursuant to, and subject to the terms, conditions and limitations of, this Agreement. The Revolving Credit Loan Commitment shall terminate on July __, 2004 (the "Revolving Credit Loan Termination Date"). The Revolving Credit Loans made by each Bank shall be evidenced by one or more loan accounts or records maintained by such Bank in the ordinary course of business. The loan accounts or records maintained by Agent and each Bank shall be conclusive and binding evidence of the amount of the Revolving Credit Loans made by the Banks to Borrower and the interest and payments thereon, absent manifest error. Any failure so to record or any prepayment error in doing so shall not, however, limit or otherwise affect the Obligations of Base Borrower hereunder to pay any amount owing with respect to the Loans or Letter of Credit Obligations. (B) Borrower may, from time to time, request whether for its own account, by giving notice ("Notice of Revolving Credit Borrowing") to Agent prior to 11:00 a.m., that Revolving Credit Loans be made in an aggregate amount specified, in a form specified (cash disbursement or continuation of outstanding Loan) and on the Business Day specified in such request (which as to Euro-Dollar Loans must also be a Euro-Dollar Business Day). Floating Rate Loans may be disbursed on the date requested. If Borrower elects whether for its own account to pay interest on any Revolving Credit Loan based on a Euro-Dollar Rate, notice must be given to Agent at least three Euro-Dollar Business days prior to the requested disbursement date. Any such notice must also specify the Interest Period selected by Borrower for each Loan based on a Euro-Dollar Rate and each request for a Euro-Dollar Loan and Interest Period with respect thereto shall be irrevocable once given. Not later than 1:00 p.m., Chicago time, on the date specified in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lesssuch request, the entire principal Bank shall make the Revolving Credit Loan(s) to Borrower in the aggregate amount thereof then outstanding. Each specified in such notice shall specify request, or convert or continue the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Periodoutstanding Loan, as applicable, of such Loansthe case may be. The Administrative Agent will promptly notify each Appropriate Lender Bank of its receipt of each such noticeany Notice of Revolving Credit Borrowing, conversion or continuation of an outstanding Loan, of the name of the applicable Borrower and of the amount of such Appropriate Lender’s ratable portion Bank's Pro Rata Share of that borrowing. Each Bank will make the amount of its Pro Rata Share of each borrowing available to Agent for the account of the applicable Borrower at Agent's Payment Office by 11:00 a.m. (Chicago time) on the borrowing date requested by Borrower in funds immediately available to Agent. The proceeds of all Revolving Credit Loans will then be made available to Borrower by Agent by wire transfer in accordance with written instructions provided to Agent by such Borrower. After giving effect to any Revolving Credit Loan borrowings, unless Agent shall otherwise consent, there may not be more than ten different Interest Periods in effect in respect of all Loans together then outstanding. Notwithstanding anything contained in this Agreement to the contrary, all amounts outstanding as Revolving Credit Loans in excess of the Borrowing Base minus the Borrowing Base Overadvance must be an overnight Euro-Dollar Loan. (C) The proceeds of Revolving Credit Loans shall be disbursed by deposit to Borrower's account maintained at LBNA or otherwise in accordance with the written instructions of Borrower or the other provisions of this Agreement. Revolving Credit Loans shall be used by Borrower solely for its working capital and general corporate purposes, Letters of Credit for Borrower's working capital and general corporate purposes. The Issuing Bank may from time to time issue one or more Letters of Credit at the request and for the account of Borrower, provided: (i) the aggregate amount of Letters of Credit outstanding including those being requested (a) plus amounts drawn under Letters of Credit but not repaid to the Bank plus (b) the principal sum of advances of Revolving Credit Loans outstanding plus (c) $5,000,000 of Debt of Farm Pro, Inc. guaranteed by Borrower, does not exceed the lesser of (x) the Available RCL Amount or (y) the Borrowing Base; (ii) Borrower pays to the Issuing Bank a Letter of Credit issuance fee equal to Agent's standard issuance fee in effect from time to time; (iii) Borrower executes and delivers to the Issuing Bank a Letter of Credit Application in the form of Exhibit G, including a LaSalle L/C Connection Agreement in the form of Exhibit H; (iv) the Issuing Bank is not restricted or prohibited from issuing such Letter of Credit by any Law, regulation or policy of any Governmental Authority or by any policy of the Issuing Bank, and (v) the aggregate amount of Letters of Credit outstanding including those being requested plus amounts drawn under Letter of Credit but not repaid to the Issuing Bank does not exceed the lesser of (x) $20,000,000 or (y) the Borrowing Base. Borrower's Obligations under this Agreement shall include reimbursement obligations regarding Letters of Credit ("Letter of Credit Obligations") and shall be secured by the Collateral in accordance with Article IV and any other collateral pledged to secure such Obligations pursuant to any of the Loan Documents. Borrower agrees to reimburse the Issuing Bank on demand for each payment made by the Issuing Bank under or pursuant to any Letter of Credit or any draft drawn on the Issuing Bank pursuant to a Letter of Credit. The Issuing Bank may, in its sole discretion, provide for such reimbursement by advancing the amount thereof to Borrower as a Revolving Credit Loan. In the event the Issuing Bank does not, in accordance with the terms and conditions hereof, make a Revolving Credit Loan for reimbursement, Borrower agrees to reimburse the Issuing Bank in the amount of such prepayment payment and shall also pay to the Issuing Bank, on demand, interest at the rate provided in Section 2.02(B) on any amount paid by the Issuing Bank under or pursuant to any Letter of Credit or any draft drawn on the Issuing Bank pursuant to a Letter of Credit from the date of payment until the date of reimbursement to the Issuing Bank. Notwithstanding anything to the contrary herein or in any Letter of Credit application of Borrower or other Document, upon the occurrence of an Event of Default, an amount equal to the aggregate amount of the outstanding Letters of Credit and all drawn but unreimbursed Letters of Credit shall, at the Issuing Bank's option and without demand upon or further notice to Borrower, be deemed (based on as between the Issuing Bank and Borrower) to have been paid or disbursed by the Issuing Bank under the Letters of Credit (notwithstanding that such Appropriate Lender’s Applicable Percentage amounts may not in fact have been so paid or disbursed), and a Revolving Credit Loan to Borrower in the amount of such Letter of Credit Obligations to have been made and accepted, which Revolving Credit Loan shall be immediately due and payable. In lieu of the foregoing, at the election of the Issuing Bank at any time after an Event of Default, Borrower shall, upon the Issuing Bank's demand, deliver to the Issuing Bank cash, or other collateral of a type satisfactory to the Issuing Bank, having a value, as determined by the Issuing Bank in its reasonable judgment, equal to the aggregate Letter of Credit Obligations. Any such collateral and/or any amounts received by Issuing Bank in payment of the Revolving Credit Loan made pursuant to this subparagraph shall be held by Issuing Bank in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Issuing Bank as collateral security for Borrower's Obligations in respect of this Agreement and each of the Letters of Credit. Such amounts shall not be used by the Issuing Bank to pay any amounts drawn or paid under or pursuant to any Letter of Credit, but may be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to any Letter of Credit which the Issuing Bank has paid, or if no such reimbursement is required, any cash collateral account established pursuant to this paragraph following payment in full of all of the Obligations, which are not (as determined by the Issuing Bank) to be applied to reimburse Bank for amounts actually paid by the Issuing Bank in respect of Letter of Credit, shall be returned to Borrower (after deduction of the Issuing Bank's reasonable expenses). Each Bank hereby purchases and takes from the Issuing Bank an undivided participation and interest in and to each Letter of Credit, including any existing Letters of Credit, ratably according to such Bank's Pro Rata Share, with a corresponding interest in and to any guaranty relating to such Letter of Credit and all collateral to which such Letter of Credit is entitled; provided, however, that no Bank other than the Issuing Bank shall purchase or take any undivided participation interest in and to any Letter of Credit issued by the Issuing Bank that has an expiration date later than the Revolving Credit Loan Termination Date. This Agreement and any Letter of Credit application or other Document regarding Letters of Credit shall be interpreted as supplemental to each other. However, in the event of an express conflict in terms, the terms of this Agreement shall govern. No Letter of Credit shall (i) be issued after the Revolving Credit Loan Termination Date and (ii) have an expiration date later than the Revolving Credit Loan Termination Date. Notwithstanding the above, the Issuing Bank will, upon Borrower's request, issue for the account of Borrower Letters of Credit having terms which expire after the expiration of the Revolving Credit Loan Termination Date ("Post-Term L/Cs"). All security interests granted by Borrower to Agent under this Agreement shall secure, inter alia, Letter of Credit Obligations in respect of all Post-Term L/Cs; provided, however, that upon payment and satisfaction in full of all Obligations of Borrower in respect of the relevant Facility). If such notice is given by Revolving Credit Loans, and further provided (1) no Event of Default or Unmatured Event of Default exists, (2) all funding obligations of the Banks to Borrower have been terminated, and (3) Borrower has no Obligations hereunder other than those in respect of Post-Term L/Cs, Agent will, upon request of Borrower, release the security interests granted by Borrower pursuant to this Agreement, provided that Agent receives replacement cash collateral in an amount, covering such Letter of Credit Obligations, and pursuant to such documents, as Agent shall make such prepayment deem necessary in its sole discretion, (iii) no Post-Term L/Cs shall have a term which expires more than three years after the expiration of the Revolving Credit Loan Termination Date, and (iv) the payment amount specified in such notice aggregate face amounts of the Post-Term L/Cs shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, not exceed $6,000,000.00. (D) All outstanding Revolving Credit Loans together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) accrued but unpaid interest thereon shall be applied to such Class as directed by the Borrower (and absent any such direction, repaid in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or full on the Revolving Credit Loan Termination Date. In addition, outstanding Revolving Credit Loans shall be repaid immediately, without the necessity of any demand or notice from Agent or any other Bank, if and to the extent that they exceed the limitations imposed by Section 2.02(A). Borrower may repay and reborrow under the Revolving Credit Loan Commitment subject to the terms and conditions of this Agreement. (E) The Revolving Credit Loans shall be evidenced by notes in the form of Exhibit A (each a "Revolving Credit Note"). (F) Subject to the terms and conditions of this Agreement, the Banks shall make to Borrower (i) a term loan in the aggregate principal amount of $9,200,000.00 ("Term Loan 1") and (ii) a term loan in the aggregate principal amount of $7,700,000.00 ("Term Loan 2"). Each Bank's Pro Rata Share of each of the Term Loans is set forth on Schedule 6. The disbursement of the Term Loans pursuant to this Section 2.05(a2.01(F) shall be paid to the Appropriate Lenders made in accordance with their respective Applicable Percentages the written instructions of Borrower on the date hereof. (G) Term Loan 1 shall be evidenced by notes, maturing on July __, 2006, (the "Term Loan Termination Date"), in respect the form of Exhibit B-1 (each, "Term Note 1"). Term Loan 2 shall be evidenced by notes, maturing on the Term Loan Termination Date, in the form of Exhibit B-2 (each, "Term Note 2"). (H) Term Loan 1 shall be repaid by Borrower in 20 installments of $460,000.00 each, payable on the first day of each October, January, April and July hereafter, commencing October 1, 2001. Term Loan 2 shall be repaid by Borrower in 20 installments of $129,000.00 each, payable on the first day of each October, January, April and July hereafter, commencing October 1, 2001. In addition, Borrower shall make a principal payment with respect to Term Loan 2 on or before March 30 of each calendar year in an amount equal to 50% of the relevant Classes or FacilitiesExcess Cash Flow for the immediately preceding calendar year. Any principal outstanding under either of the Term Loans, as applicabletogether with any interest thereon which is accrued but not paid, shall be payable on the Term Loan Termination Date. (I) Borrower may from time to time request that any portion of either Term Loan (each a "Tranche") in excess of $1,000,000 (with increments of $500,000 above $1,000,000) bear interest at a Euro-Dollar Rate, upon at least three Euro- Dollar Business Days' notice to Bank specifying the desired Interest Period to be applicable to such Tranche in accordance with and subject to the mechanics described in Section 2.01(B); provided, however, that in no event shall more than an aggregate of six such Tranches be outstanding at any time with respect to the Term Loans.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans or any Class of Term 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 10:00 a.m. 12:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans or Quoted Rate Loan, as applicable and (B2) on the date of prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans or Quoted Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $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 or Quoted Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s 's ratable portion of such prepayment (based on such Appropriate Lender’s 's Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such Each prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class the principal repayment installments of Term Loans as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class)Borrower, and subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes Facilities. A notice of prepayment made pursuant to this Section 2.05(a)(i) may state that such notice is conditioned upon the occurrence of one or Facilitiesmore events specified therein, as applicablein which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans or any Class of Term 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 10:00 a.m. 12:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Eurocurrency RateTerm SOFR Loans or Quoted Rate Loan, as applicable and (B2) on the date of prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans or Quoted Rate Eurocurrency RateTerm SOFR Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $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 or Quoted Rate Eurocurrency RateTerm SOFR Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Eurocurrency RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such Each prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class the principal repayment installments of Term Loans as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class)Borrower, and subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes Facilities. A notice of prepayment made pursuant to this Section 2.05(a)(i) may state that such notice is conditioned upon the occurrence of one or Facilitiesmore events specified therein, as applicablein which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of 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 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of $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 $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 or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans or any Class of Term 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 10:00 a.m. 12:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans or Quoted Rate Loan, as applicable and (B2) on the date of prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans or Quoted Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $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 or Quoted Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s 's ratable portion of such prepayment (based on such Appropriate Lender’s 's Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section ‎Section 3.05, as applicable. Subject to Section 2.16, each such Each prepayment of the outstanding Term Loans of any Class pursuant to this Section ‎Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class)between the Dollar Term Loans and/or the Yen Term Loans to the principal repayment installments thereof as directed by the Borrower, and subject to ‎Section 2.16, each such prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes Facilities. A notice of prepayment made pursuant to this ‎Section 2.05(a)(i) may state that such notice is conditioned upon the occurrence of one or Facilitiesmore events specified therein, as applicablein which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice (a) Subject to the Administrative Agent pursuant terms and conditions and relying upon the representations and warranties herein set forth, each Lender severally agrees to make loans ("Revolving Credit Loans") to the delivery to the Administrative Agent of a Notice of Loan Prepayment, Borrowers at any time or and from time to time voluntarily prepay on or after the date hereof and to but not including, the Termination Date, in an aggregate principal amount for all Borrowers as a whole not exceeding at any one time its Pro Rata Share of the Current Commitment at such time. The "Current Commitment" at any time shall be equal to the lesser of (A) $25,000,000, as such amount may have been reduced pursuant to the terms of this Agreement at such time, and (B) the Borrowing Base. No Lender shall have an obligation to make Revolving Credit Loans hereunder or arrange for the issuance of Letters of Credit on or after the Termination Date or which, when added to the aggregate amount of all outstanding and contemporaneous Revolving Credit Loans and the Letter of Credit Exposure at such time, would cause the aggregate amount of all Revolving Credit Loans and the Letter of Credit Exposure at any Class time to exceed the Current Commitment at such time. The "Termination Date" means the date on which the Revolving Credit Commitment of Term Loans each Lender expires as it may be extended from time to time pursuant to Section 10.20 hereof, which initially shall be May 21, 2002 (the "Initial Termination Date"). Within the limits of time and amount set forth in whole this Section 2.01, and subject to the provisions of this Agreement, the Borrowers may borrow, repay and reborrow hereunder. For the convenience of the parties, all notices (including, without limitation, Notices of Borrowing and notices pursuant to Article IX hereof and Section 10.20 hereof) and statements (including periodic statements pursuant to Section 2.08(b) hereof) to be given by or in part without premium to any Borrower shall be given by or penalty; provided that (i) to the Parent and all such notices and statements so given shall be binding upon all Borrowers whether or not the Parent shall have delivered a copy of such notice must be received to any Borrower. Without limiting the foregoing, notices under any Loan Document given by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans Parent shall be in a principal amount of $1,000,000 deemed to have been given to all Borrowers (whether or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, not 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 or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and applicable provision of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant FacilityLoan Document so states). 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 or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. (A) Subject to the terms and conditions of this Agreement, the Banks will make available to Borrower a revolving credit facility in an aggregate amount not to exceed the lesser of (x) the Available RCL Amount or (y) the Borrowing Base (the "Revolving Credit Loan Commitment"), pursuant to which each Bank may from time to time: (i) make revolving credit advances to Borrower or (ii) make revolving credit advances to the Subsidiary Borrowers (a "Subsidiary Borrower Revolving Credit Loan"), but in the aggregate, not to exceed the amount set forth on Schedule 6 (together with the Term Loan Commitment shown on Schedule 6, and as the same may be reduced by one or more assignments under Section 11.18, such Bank's "Commitment"). Any revolving credit advance made pursuant to the Revolving Credit Loan Commitment as described in clauses (i) or (ii) of the immediately preceding sentence is referred to herein as a "Revolving Credit Loan." The amount otherwise available for borrowing under the Revolving Credit Loan Commitment shall be reduced by: (i) the aggregate face amounts of all Letters of Credit issued by the Issuing Bank for the account of Borrower and outstanding or drawn but unreimbursed from time to time, which shall in no event exceed $20,000,000 at any time, (ii) the amount of Subsidiary Borrower Revolving Credit Loans outstanding, which in no event shall exceed (x) $5,000,000 in the case of DMC and $3,000,000 in the case of Grain King or (y) $8,000,000 in the aggregate at any time, (iii) $6,000,000 of Debt of FarmPro, Inc. guaranteed by Borrower and (iv) the amount of Revolving Credit Loans outstanding. The face amount of all Letters of Credit issued by the Issuing Bank for the account of Borrower under the Original Loan Agreement that are outstanding or drawn but unreimbursed as of the date hereof shall be deemed Letters of Credit issued pursuant to, and subject to the terms, conditions and limitations of, this Agreement. The Revolving Credit Loan Commitment shall terminate on February 1, 2002 (the "Revolving Credit Loan Termination Date"). The Revolving Credit Loans made by each Bank shall be evidenced by one or more loan accounts or records maintained by such Bank in the ordinary course of business. The loan accounts or records maintained by Agent and each Bank shall be conclusive and binding evidence of the amount of the Revolving Credit Loans made by the Banks to Borrower and the interest and payments thereon, absent manifest error. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the Obligations of Borrower hereunder to pay any amount owing with respect to the Loans or Letter of Credit Obligations. (B) Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay time, request whether for its own account or for the Subsidiary Borrowers, by giving notice ("Notice of Revolving Credit Borrowing") to Agent prior to 11:00 a.m., that Revolving Credit Loans be made in an aggregate amount specified, in a form specified (cash disbursement or continuation of outstanding Loan) and on the Business Day specified in such request (which as to Euro-Dollar Loans must also be a Euro-Dollar Business Day). Floating Rate Loans may be disbursed on the date requested. If Borrower elects whether for its own account or for the Subsidiary Borrowers to pay interest on any Class of Term Loans in whole or in part without premium or penalty; provided that (i) Revolving Credit Loan based on a Euro-Dollar Rate, notice must be given to Agent at least three Euro-Dollar Business days prior to the requested disbursement date. Any such notice must also specify the Interest Period selected by Borrower for each Loan based on a Euro-Dollar Rate and each request for a Euro-Dollar Loan and Interest Period with respect thereto shall be received by the Administrative Agent not irrevocable once given. Not later than 10:00 a.m. (A1:00 p.m., Chicago time, on the date specified in such request, the Bank shall make the Revolving Credit Loan(s) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Borrower or Quoted Rate to the Subsidiary Borrowers in the aggregate amount specified in such request, or convert or continue the outstanding Loan, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of $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 $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingcase may be. 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 or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender Bank of its receipt of each such noticeany Notice of Revolving Credit Borrowing, conversion or continuation of an outstanding Loan, of the name of the applicable Borrower and of the amount of such Appropriate Lender’s ratable portion Bank's Pro Rata Share of that borrowing. Each Bank will make the amount of its Pro Rata Share of each borrowing available to Agent for the account of the applicable Borrower at Agent's Payment Office by 11:00 a.m. (Chicago time) on the borrowing date requested by Borrower in funds immediately available to Agent. The proceeds of all Revolving Credit Loans will then be made available to Borrower by Agent by wire transfer in accordance with written instructions provided to Agent by such Borrower. (C) The proceeds of Revolving Credit Loans shall be disbursed by deposit to Borrower's account maintained at LNB or otherwise in accordance with the written instructions of Borrower or the other provisions of this Agreement. Revolving Credit Loans shall be used by Borrower solely for its working capital and general corporate purposes, Letters of Credit for Borrower or for the Subsidiary Borrowers' working capital and general corporate purposes. The Issuing Bank may from time to time issue one or more Letters of Credit at the request and for the account of Borrower, provided: (i) the aggregate amount of Letters of Credit outstanding including those being requested (a) plus amounts drawn under Letters of Credit but not repaid to the Bank plus (b) the principal sum of advances of Revolving Credit Loans outstanding plus (c) the amount of Subsidiary Borrower Revolving Credit Loans outstanding plus (d) $6,000,000 of Debt of Farm Pro, Inc. guaranteed by Borrower, does not exceed the lesser of (x) the Available RCL Amount or (y) the Borrowing Base; (ii) Borrower pays to the Issuing Bank a Letter of Credit issuance fee equal to Agent's standard issuance fee in effect from time to time; (iii) Borrower executes and delivers to the Issuing Bank a Letter of Credit Application in the form of Exhibit G, including a LaSalle L/C Connection Agreement in the form of Exhibit H; (iv) the Issuing Bank is not restricted or prohibited from issuing such Letter of Credit by any Law, regulation or policy of any Governmental Authority or by any policy of the Issuing Bank, and (v) the aggregate amount of Letters of Credit outstanding including those being requested plus amounts drawn under Letter of Credit but not repaid to the Issuing Bank does not exceed the lesser of (x) $20,000,000 or (y) the Borrowing Base. Borrower's Obligations under this Agreement shall include reimbursement obligations regarding Letters of Credit ("Letter of Credit Obligations") and shall be secured by the Collateral in accordance with Article IV and any other collateral pledged to secure such Obligations pursuant to any of the Documents. Borrower agrees to reimburse the Issuing Bank on demand for each payment made by the Issuing Bank under or pursuant to any Letter of Credit or any draft drawn on the Issuing Bank pursuant to a Letter of Credit. The Issuing Bank may, in its sole discretion, provide for such reimbursement by advancing the amount thereof to Borrower as a Revolving Credit Loan. In the event the Issuing Bank does not, in accordance with the terms and conditions hereof, make a Revolving Credit Loan for reimbursement, Borrower agrees to reimburse the Issuing Bank in the amount of such prepayment payment and shall also pay to the Issuing Bank, on demand, interest at the rate provided in Section 2.02(B) on any amount paid by the Issuing Bank under or pursuant to any Letter of Credit or any draft drawn on the Issuing Bank pursuant to a Letter of Credit from the date of payment until the date of reimbursement to the Issuing Bank. Notwithstanding anything to the contrary herein or in any Letter of Credit application of Borrower or other Document, upon the occurrence of an Event of Default, an amount equal to the aggregate amount of the outstanding Letters of Credit and all drawn but unreimbursed Letters of Credit shall, at the Issuing Bank's option and without demand upon or further notice to Borrower, be deemed (based on as between the Issuing Bank and Borrower) to have been paid or disbursed by the Issuing Bank under the Letters of Credit (notwithstanding that such Appropriate Lender’s Applicable Percentage amounts may not in fact have been so paid or disbursed), and a Revolving Credit Loan to Borrower in the amount of such Letter of Credit Obligations to have been made and accepted, which Revolving Credit Loan shall be immediately due and payable. In lieu of the foregoing, at the election of the Issuing Bank at any time after an Event of Default, Borrower shall, upon the Issuing Bank's demand, deliver to the Issuing Bank cash, or other collateral of a type satisfactory to the Issuing Bank, having a value, as determined by the Issuing Bank in its reasonable judgment, equal to the aggregate Letter of Credit Obligations. Any such collateral and/or any amounts received by Issuing Bank in payment of the Revolving Credit Loan made pursuant to this subparagraph shall be held by Issuing Bank in a separate account appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by the Issuing Bank as collateral security for Borrower's Obligations in respect of this Agreement and each of the Letters of Credit. Such amounts shall not be used by the Issuing Bank to pay any amounts drawn or paid under or pursuant to any Letter of Credit, but may be applied to reimburse the Issuing Bank for drawings or payments under or pursuant to any Letter of Credit which the Issuing Bank has paid, or if no such reimbursement is required, any cash collateral account established pursuant to this paragraph following payment in full of all of the Obligations, which are not (as determined by the Issuing Bank) to be applied to reimburse Bank for amounts actually paid by the Issuing Bank in respect of Letter of Credit, shall be returned to Borrower (after deduction of the Issuing Bank's reasonable expenses). Each Bank hereby purchases and takes from the Issuing Bank an undivided participation and interest in and to each Letter of Credit, including any existing Letters of Credit, ratably according to such Bank's Pro Rata Share, with a corresponding interest in and to any guaranty relating to such Letter of Credit and all collateral to which such Letter of Credit is entitled; provided, however, that no Bank other than the Issuing Bank shall purchase or take any undivided participation interest in and to any Letter of Credit issued by the Issuing Bank that has an expiration date later than the Revolving Credit Loan Termination Date. This Agreement and any Letter of Credit application or other Document regarding Letters of Credit shall be interpreted as supplemental to each other. However, in the event of an express conflict in terms, the terms of this Agreement shall govern. No Letter of Credit shall (i) be issued after the Revolving Credit Loan Termination Date and (ii) have an expiration date later than the Revolving Credit Loan Termination Date. Notwithstanding the above, the Issuing Bank will, upon Borrower's request, issue for the account of Borrower Letters of Credit having terms which expire after the expiration of the Revolving Credit Loan Termination Date ("Post-Term L/Cs"). All security interests granted by Borrower to Agent under this Agreement shall secure, inter alia, Letter of Credit Obligations in respect of all Post-Term L/Cs; provided, however, that upon payment and satisfaction in full of all Obligations of Borrower in respect of the relevant FacilityRevolving Credit Loans, and further provided (1) no Event of Default and no event which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default, exists, (2) all funding obligations of the Banks to Borrower have been terminated, and (3) Borrower has no Obligations hereunder other than those in respect of Post-Term L/Cs, Agent will, upon request of Borrower, release the security interests granted by Borrower pursuant to this Agreement, provided that Agent receives replacement cash collateral in an amount, covering such Letter of Credit Obligations, and pursuant to such documents, as Agent shall deem necessary in its sole discretion, (iii) no Post-Term L/Cs shall have a term which expires more than three years after the expiration of the Revolving Credit Loan Termination Date, and (iv) the aggregate face amounts of the Post-Term L/Cs shall not exceed $6,000,000.00. (D) All outstanding Revolving Credit Loans together with any accrued but unpaid interest thereon shall be repaid in full on the Revolving Credit Loan Termination Date. In addition, outstanding Revolving Credit Loans shall be repaid immediately, without the necessity of any demand or notice from Agent or any other Bank, if and to the extent that they exceed the limitations imposed by Section 2.02(A). If such notice is given Borrower may repay and reborrow under the Revolving Credit Loan Commitment subject to the terms and conditions of this Agreement. (E) The Revolving Credit Loans shall be evidenced by notes in the Borrowerform of Exhibit A (each a "Revolving Credit Note") and Subsidiary Borrower Revolving Credit Loans shall be evidenced by notes in the form of Exhibit F (each a "Subsidiary Borrower Revolving Credit Note"). (F) Subject to the terms and conditions of this Agreement, the Borrower Banks shall make such prepayment and to Borrower a term loan (the payment "Term Loan") in the aggregate principal amount specified in such notice of $32,500,000.00. Each Bank's Pro Rata Share of the Term Loan is set forth on Schedule 6. The disbursement of the Term Loan pursuant to this Section 2.01(F) shall be due and made in accordance with the written instructions of Borrower on the date hereof. (G) The Term Loan shall be evidenced by notes, maturing on February 1, 2002, (the "Term Loan Termination Date"), in the form of Exhibit B (each a "Term Note"). (H) The Term Loan shall be repaid by Borrower in 11 installments of $600,000.00 each, payable on the date specified thereinfirst day of each April, July, October and January hereafter, commencing April, 1999. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on principal outstanding under the amount prepaidTerm Loan, together with any additional amounts required pursuant interest thereon which is accrued but not paid, shall be payable on the Term Loan Termination Date. (I) Borrower may from time to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment time request that any portion of the outstanding Term Loans Loan (each a "Tranche") in excess of any Class pursuant $1,000,000 (with increments of $500,000 above $1,000,000) bear interest at a Euro-Dollar Rate, upon at least three Euro- Dollar Business Days' notice to this Section 2.05(a) shall Bank specifying the desired Interest Period to be applied applicable to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders Tranche in accordance with their respective Applicable Percentages and subject to the mechanics described in respect of each of the relevant Classes or FacilitiesSection 2.01(B); provided, as applicablehowever, that in no event shall more than six such Tranches be outstanding at any time.

Revolving Credit Loans and Term Loans. (A) The Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of and the Term Loans Loan in whole or in part without premium or penalty; provided that (i1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 a.m. 2:00 p.m. (Aaa) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (Bbb) on the date of prepayment of Base Rate Loans; (ii2) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or Quoted a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (3) any prepayment of Base Rate Loans shall be in a principal amount of $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 $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding. ); and (4) any prepayment of the Term Loan shall be applied to the remaining principal amortization payments in inverse order of maturity. (B) Each such notice required by Section 2.05(a)(i)(A) above shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaid, and, in the case of prepayments of Eurodollar Rate Loans, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of 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 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans or Quoted Rate LoanLoanLoans, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans, Term SOFR Loans or Quoted Rate Loans shall be in a principal amount of $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 $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, Term SOFR Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan, Term SOFR Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of 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 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of $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 $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 or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.