Common use of Prepayments Clause in Contracts

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loan.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Revolving Loans in whole or in partpart without premium or penalty, provided, and without reduction of the Aggregate Commitments; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Revolving 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.17, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Revolving Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) The Applicable Borrower may, upon notice from Xxxxxxx- Xxxxxx International to and including the Commitment Termination DateAdministrative Agent (or the Swingline Lender for any prepayment of a Swingline Loan), Borrower shall have the right as applicable, at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent or the Swingline Lender, as applicable, not later than 11:00 a.m. unless otherwise agreed between Xxxxxxx-Xxxxxx International and the applicable Swingline Lender (A) three Business Days prior to any date of prepayment shall be of Eurocurrency Rate Loans or Swingline Loans denominated in Dollars, (B) four Business Days (or five, in the principal sum case of at least one million and 00/100 dollars prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies or Swingline Loans denominated in Subsidiary Currencies ($1,000,000.00other than Dollars), and (bC) concurrently with the same Business Day as any date of prepayment of Revolving Loans in the form of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1 million or a whole multiple of $1 million in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum principal amount of $1 million or a whole multiple of $1 million in excess thereof; and (iv) unless otherwise agreed between Xxxxxxx-Xxxxxx International and the applicable Swingline Lender, any prepayment of Base Rate Loans or Swingline 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 unpaid principal balance amount thereof then outstanding. Each such notice shall specify the date and amount of this Notesuch prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Eurocurrency Rate Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Xxxxxxx-Xxxxxx International, the Applicable Borrower shall prepay 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 Eurocurrency Rate Loan or Swingline Loan shall be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding; and (v) any such notice may be conditioned upon the effectiveness of at least other Indebtedness or the occurrence of one million or more other transactions or events. Each such notice shall specify the date and 00/100 dollars ($1,000,000.00)amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Company, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.16, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior (a) Borrower may, upon notice from the Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.18, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 am. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in the Alternative Currency shall be in a minimum principal sum amount of at least one million 500,000 Euro or a whole multiple of 100,000 Euro in excess thereof; and 00/100 dollars (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000.00)1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Committed Loans to be prepaid, the currency or currencies of Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and including the Commitment Termination DateTranche C Borrower may, Borrower shall have upon notice to the right Australian Sub-Agent, at any time or from time to time voluntarily prepay the principal of this Note Committed Loans made to it in whole or in part, provided, part without premium or penalty (other than as provided in Section 3.5); provided that (ai) each such notice must be received by the Applicable Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in the a principal sum amount of at least one million and 00/100 dollars US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; ($1,000,000.00), and (biii) concurrently with the any partial prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Tranche B Loans denominated in whole or in part, provided, that (a) each such prepayment Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereof. Each such notice shall specify the principal sum date and amount of at least one million such prepayment, and 00/100 dollars ($1,000,000.00the Type(s) or any integral multiple thereof or an amount equal of Loans to the then aggregate unpaid principal balance be prepaid. The Applicable Agent will promptly notify each appropriate Lender of this Note, (b) its receipt of each such notice and the contents thereof, and of the amount of such Lxxxxx’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the installments Committed Loans of this Note the appropriate Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Revolving Credit Loans in whole or in part, provided, part without premium or penalty; provided that (ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Revolving Credit Loans denominated in Special Notice Currencies (including, without limitation, Australian Dollars)) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of the applicable Alternative Currency Equivalent of $5,000,000 or a whole multiple of the applicable Alternative Currency Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage of such prepayment). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be paid to the Appropriate Lenders in the principal sum accordance with their respective Applicable Percentages in respect of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment each of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanrelevant Facilities.

Prepayments. Prior (a) The Borrower may, upon notice from the Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than (A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) 1:00 p.m. four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) 11:00 a.m. on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Loans that are 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) and Class(es) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied as specified in Section 2.05(i) to the installments applicable Loans of this Note the applicable Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) The Borrower may at any time and from time to and including the Commitment Termination Date, Borrower shall have the right to time prepay the principal of this Note Loans, in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than (i) 11:00 A.M., New York City time, three (3) U.S. Government Securities Business Days prior thereto, in the case of Daily Simple SOFR Loans, (ii) 11:00 A.M., New York City time, four (4) Business Days prior thereto, in the case of Euribor Rate Loans denominated in the Optional Currency and (iii) 11:00 A.M., New York City time, on the date thereof, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Daily Simple SOFR Loans, Euribor Rate Loans denominated in the Optional Currency or ABR Loans; provided, that if any LIBOR a Daily Simple SOFR Loan or Fixed Euribor Rate Loan is paid (whether by way of a prepayment or a payment following prepaid on any acceleration of the due date thereof) in whole or in part before day other than the last day of the Interest Period for that Loanapplicable thereto, then, and in each such case, the Borrower shall, concurrently with the payment, shall also pay any amounts owing pursuant to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment Section 2.15. Upon receipt of any such loannotice 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, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 (with respect to ABR Loans and Daily Simple SOFR Loans denominated in the Base Currency) or EUR 1,000,000 (with respect to Euribor Rate Loans denominated in the Optional Currency) or a whole multiple thereof.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Individual Currency Loans made to such Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency other than a Special Notice Currency, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Special Notice Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Core Currency Applicable Percentage (bin the case of Committed Loans) concurrently or ratable share (in the case of Individual Currency Loans) of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a full or partial refinancing of the Commitments, such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case such notice may be revoked by the entire unpaid principal balance Company (by notice to the Administrative Agent on or prior to the date of this Note, such prepayment) if such condition is not satisfied; provided that the applicable Borrower shall prepay the pay any amounts required pursuant to Section 3.05. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.18, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment Committed Loans shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanCore Currency Applicable Percentages.

Prepayments. Prior (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and including the Commitment Termination DateTranche C Borrower may, Borrower shall have upon notice to the right Australian Sub-Agent, at any time or from time to time voluntarily prepay the principal of this Note Committed Loans made to it in whole or in part, provided, part without premium or penalty (other than as provided in Section 3.5); provided that (ai) each such notice must be received by the Applicable Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in the a principal sum amount of at least one million and 00/100 dollars US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; ($1,000,000.00), and (biii) concurrently with the any partial prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Tranche B Loans denominated in whole or in part, provided, that (a) each such prepayment Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereof. Each such notice shall specify the principal sum date and amount of at least one million such prepayment, and 00/100 dollars ($1,000,000.00the Type(s) or any integral multiple thereof or an amount equal of Loans to the then aggregate unpaid principal balance be prepaid. The Applicable Agent will promptly notify each appropriate Lender of this Note, (b) its receipt of each such notice and the contents thereof, and of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the installments Committed Loans of this Note the appropriate Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in Each Borrower may, upon notice from the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal Company to the then aggregate unpaid principal balance of this NoteLender, (b) each such prepayment shall be applied at any time or from time to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall time voluntarily prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for without premium or penalty; provided that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) such notice must be received by the Lender not later than 1:00 p.m. (A) two Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies , and (C) on the date of prepayment of Prime Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (iv) any prepayment of Prime 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying fundsamount prepaid, which expenses include rate differences) which arise by reason of a prepayment of together with any such loanadditional amounts required pursuant to Section 3.05.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) such notice must be received by the Administrative Agent not later than 12:00 noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof 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 (provided that (y) if the Company does not specify the Committed Loans to which such prepayment is to be applied, such prepayment shall be in applied pro rata to all Committed Loans outstanding on the principal sum date thereof and (z) if Eurocurrency Rate Loans are to be prepaid, the Company shall specify the Interest Period(s) of at least one million and 00/100 dollars ($1,000,000.00such Loans). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.17, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments applicable Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date Pro Rata Shares thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loan.

Prepayments. Prior (a) The Borrowers may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment, the Type(s) of Loans to be prepaid and 00/100 dollars ($1,000,000.00)whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurodollar Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.5. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) The Borrower or a Designated Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent (and, Borrower shall have in the right case of prepayment of a Swingline Loan, the Swingline Lender), at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 12:00 noon Pacific Time (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of ABR Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in a Foreign Currency shall be in a principal amount of not less than the smallest amount of such Foreign Currency that has an Equivalent Amount in excess of $5,000,000 and in an whole multiple of the smallest amount of such Foreign Currency that has an Equivalent Amount in excess of $1,000,000; and (iv) any prepayment of ABR Loans shall be in a principal sum amount of at least one million $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and 00/100 dollars ($1,000,000.00)amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower or a Designated Borrower, the Borrower or such Designated Borrower, as applicable, 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 the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior to and including If the Commitment Termination DateRevolving Facility Outstanding Amount shall at any time exceed the Borrowing Base, Borrower the Co-Borrowers shall have the right to immediately prepay the principal of this Revolving Advances in an amount equal to such excess, without notice or demand by the Bank. The Co-Borrowers from time to time may voluntarily prepay the Note in whole or in part. In the event of either mandatory prepayment or voluntary prepayment hereunder (i) any prepayment of the Revolving Facility shall be applied against outstanding Advances of the Bank, provided, that (aii) each prepayment of the Note shall be made to the Bank not later than 2:00 p.m. Local Time, on a Business Day, and funds received after that hour shall be deemed to have been received by the Bank on the next following Business Day, (iii) each partial prepayment of Fundings which, at the time of such prepayment, bear interest at a Eurodollar Rate shall be accompanied by accrued interest on such partial prepayment through the date of prepayment and additional compensation calculated in accordance with Section 2.18, (iv) each partial prepayment of Fundings with respect to the Revolving Facility which, at the time of such prepayment, bear interest at a Eurodollar Rate, shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an aggregate amount equal to the then aggregate unpaid principal balance applicable minimum Funding amount specified in Section 2.4 for the Revolving Facility and, after application of this Noteany such prepayment, (b) each shall not result in a Eurodollar Funding remaining outstanding in an amount less than such prepayment shall be applied to the installments of this Note in the inverse order of their respective due datesminimum Funding amount, and (cv) concurrently with the each partial prepayment of Fundings with respect to the entire unpaid principal Revolving Facility which, at the time of such prepayment, bear interest at a Floating Rate, shall be in an aggregate amount equal to $2,000,000 or a higher integral multiple of $1,000,000, unless (in either case) the aggregate outstanding balance of this Notethe Note under the Revolving Facility being prepaid is less than the minimum Funding amount, Borrower shall prepay the accrued interest on the principal being prepaid. Each in which event any such prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanlesser amount.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Revolving Credit Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After Each prepayment of the Commitment Termination Date, Borrower shall have the right outstanding Term Loans pursuant to prepay the principal of this Note in whole or in part, provided, that (aSection 2.05(a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the principal repayment installments of this Note in the inverse order of their respective due datesthereof on a pro rata basis, and (c) concurrently with the each prepayment of the entire unpaid principal balance Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment each of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanrelevant Facilities.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Revolving Credit Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding; and (v) any such notice may be conditioned upon the effectiveness of at least other Indebtedness or the occurrence of one million or more other transactions or events. Each such notice shall specify the date and 00/100 dollars ($1,000,000.00)amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment (b) concurrently with based on such Lender’s Pro Rata Share in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.16, Borrower shall have the right to prepay the principal each prepayment of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment Revolving Credit Loans shall be applied to the installments Revolving Credit Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum The Borrower may prepay any Borrowing of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole Eurodollar Loans or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Base Rate Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) penalty and in whole or in part before the last day of the Interest Period for that Loan(but, thenif in part, and in each such case, Borrower shall, concurrently with the payment, pay to Bank then (i) the accrued interest on the principal being prepaid in an amount not less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) all expenses incurred by Bank 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 (including Bank's reasonable determination of its expenses a “Paydown Notice”) (A) in redeploying funds, which expenses include rate differences) which arise by reason the case of a Borrowing of Eurodollar Loans, three (3) Business Days prior to such prepayment, or (B) in the case of a Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of prepayment, such prepayment to be made by the payment of the principal amount 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 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 shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such loanprepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.

Prepayments. Prior (a) The US Borrower may, upon delivery of a Notice of Loan Prepayment from the US Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty subject to Section 3.05; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each Notice of at least one million Loan Prepayment shall specify the date, currency and 00/100 dollars ($1,000,000.00)amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each US Lender of its receipt of each such notice, and (b) concurrently with of the amount of such US Lender’s Applicable Percentage of such prepayment. If such notice is given by the US Borrower, the US 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 the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.18, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the US Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Incremental Term Loans and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Revolving Credit Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) on the date of prepayment of Base Rate Loans, and (C) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million and 00/100 dollars ($1,000,000.00)such prepayment, the Type(s) of Loans to be prepaid, the currency in which such Loan(s) to be prepaid is(are) denominated and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (b) concurrently with based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After Each prepayment of the Commitment Termination Date, Borrower outstanding Incremental Term Loans pursuant to this Section 2.05(a) shall have be applied (x) ratably to the right Incremental Term Facility and (y) to prepay the principal of this Note in whole or in partrepayment installments thereof on a pro-rata basis, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment Applicable Percentages in respect of each of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanrelevant Facilities.

Prepayments. Prior (a) The Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $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 $2,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.12, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Loans of this Note the Lenders ratably in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanCommitments.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00)The Borrower may, and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal upon notice from it to the then aggregate unpaid principal balance of this NoteAdministrative Agent, (b) each such prepayment shall be applied at any time or from time to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall time voluntarily prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Committed Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for without premium or penalty; provided that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in US Dollars will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies will be in a minimum principal amount of the US Dollar Equivalent of $5,000,000 or a whole multiple of the US Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans will 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 will specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, it will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein, subject to revocation in connection with a conditional notice of termination as described above. Any prepayment of a Eurocurrency Rate Committed Loan will be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment will be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. No Bid Loan may be prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination without the prior consent of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanthe applicable Bid Loan Lender.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal Committed Loans of this Note such Borrower in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.17, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) such notice must be received by the Administrative Agent not later than 12:00 noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof 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 (provided that (y) if the Company does not specify the Committed Loans to which such prepayment is to be applied, such prepayment shall be in applied pro rata to all Committed Loans outstanding on the principal sum date thereof and (z) if Eurocurrency Rate Loans are to be prepaid, the Company shall specify the Interest Period(s) of at least one million and 00/100 dollars ($1,000,000.00such Loans). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being prepaidthereon, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments applicable Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date Pro Rata Shares thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loan.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00)The Company may, and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal upon notice from it to the then aggregate unpaid principal balance of this NoteAdministrative Agent, (b) each such prepayment shall be applied at any time or from time to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall time voluntarily prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Committed Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for without premium or penalty; provided that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (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 Eurocurrency Rate Committed Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in US Dollars will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies will be in a minimum principal amount of the US Dollar Equivalent of $5,000,000 or a whole multiple of the US Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans will 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 will specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, it will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Committed Loan will be accompanied by all accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment will be applied to the Committed Loans of its expenses the Lenders in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanaccordance with their respective Applicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans denominated in Dollars, (B) three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurodollar Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurodollar Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurodollar Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.19, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior Subject to and including the Commitment Termination DateSection 3.6 hereof, Borrower shall have the right to prepay the principal of this Note in whole or in partany Revolving Credit, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Swingline Loan or Fixed Rate Competitive Bid Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before from time to time on the last day of the Interest Period for that Loan, then, following terms and in each such case, conditions: (a) Borrower shall, concurrently with the payment, pay to Bank shall give Administrative Agent (i) the accrued interest notice delivered on the principal being prepaid and date of prepayment of its intent to prepay a Base Rate Loan or a Swingline Loan denominated in U.S. Dollars, or (ii) all expenses incurred by Bank (including Bank's reasonable determination at least three Business Days prior notice of its expenses intent to prepay a Eurodollar Rate Revolving Credit Loan, a Swingline Loan denominated in redeploying fundsan Approved Currency other than U.S. Dollars or a Competitive Bid Loan, each such notice to be given prior to 11:00 A.M., Charlotte, North Carolina time, on the date specified, in each case specifying the amount of such prepayment and the particular Loans to be prepaid, which expenses include rate differencesnotice shall be irrevocable and which notice of prepayment, having been given, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; and (b) which arise by reason of a each partial prepayment of any such loanLoan shall be in an aggregate principal amount at least equal to the Equivalent U.S. Dollar Amount of $1,000,000 and any partial prepayment of any Swingline Loan denominated in an Approved Currency other than U.S. Dollars shall be in an aggregate principal amount of $500,000; provided that no partial prepayment of a Eurocurrency Rate Revolving Credit Loan or Competitive Bid Loan shall reduce the outstanding amount thereof to an amount less than the Equivalent U.S. Dollar Amount of $1,000,000; and provided further that no partial prepayment of a Swingline Loan denominated in an Approved Currency other than U.S. Dollars shall reduce the outstanding amount thereof to an amount less than the Equivalent U.S. Dollar Amount of $500,000, except that in any event the amount of any Swingline Loan denominated in Canadian Dollars or Australian Dollars shall not be less than the Equivalent U.S. Dollar Amount of $1,000,000.

Prepayments. Prior (a) The Borrowers may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in the Alternative Currency, and (C) on the date of prepayment of Base Rate Committed Loans and Cost of Funds Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in the Alternative Currency shall be in a minimum principal sum amount of at least one million and 00/100 dollars ($1,000,000.00), 500,000 or a whole multiple of $100,000 in excess thereof; and (biv) concurrently with any prepayment of Base Rate Committed Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, whether such prepayment is a prepayment of the entire unpaid principal balance WC Loans, the Revolver Loans or some combination thereof and the Type(s) of this NoteCommitted Loans to be prepaid and, Borrower if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment (including, in the event such prepayment is a Loan denominated in the Alternative Currency, such Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the Borrowers, the Borrowers shall prepay make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.15, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) The Administrative Borrower on behalf of the Companies may on the last day of an Interest Period if the Loans to be repaid are Adjusted Libor Loans, or at any time and including from time to time if the Commitment Termination DateLoans to be repaid are Alternate Base Rate Loans, Borrower shall have repay the right to prepay the principal of this Note then outstanding Loans, in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, providedexcept as provided in Section 3.08, that if any LIBOR Loan upon written notice to the Administrative Agent (or Fixed telephonic notice promptly confirmed in writing) not later than 11:00 a.m. New York, New York time, three Business Days before the date of prepayment with respect to prepayments of Adjusted Libor Loans, or 11:00 a.m. New York, New York time one Business Day before the date of prepayment with respect to Alternate Base Rate Loan Loans. Each notice shall be irrevocable and shall specify the date and amount of repayment and whether such repayment is paid (whether by way of a prepayment Adjusted Libor Loans or Alternate Base Rate Loans or a payment following any acceleration of the due date combination thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and if a combination thereof, the amount of repayment allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. If such notice is given, the Companies shall make such repayment, and the payment amount specified in each such casenotice shall be due and payable, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the date specified therein. Each partial prepayment pursuant to this Section 3.03 of (x) Alternate Base Rate Loans shall be in a principal being prepaid amount of $500,000 or whole multiples of $100,000 in excess thereof and (iiy) all expenses incurred by Bank (including Bank's reasonable determination of its expenses Adjusted LIBOR Loans shall be in redeploying funds, which expenses include rate differences) which arise by reason a principal amount of a prepayment $1,000,000 or whole multiples of any such loan$100,000 in excess thereof.

Prepayments. Prior (a) The Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $500,000.00 or a whole multiple of $100,000.00 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000.00 or a whole multiple of $100,000.00 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000.00 or a whole multiple of $100,000.00 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After Each prepayment of the Commitment Termination Date, Borrower shall have the right outstanding Term Loans pursuant to prepay the principal of this Note in whole or in part, provided, that (aSection 2.05(a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the principal repayment installments of this Note thereof in the inverse order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective due dates, and (c) concurrently with the prepayment Applicable Percentages in respect of each of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanrelevant Credit Facilities.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000.00 or a whole multiple of $500,000.00 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000.00 or a whole multiple of $500,000.00 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000.00 or a whole multiple of $100,000.00 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Canadian Sub-Agent, and including the Commitment Termination DateTranche C Borrower may, Borrower shall have upon notice to the right Australian Sub-Agent, at any time or from time to time voluntarily prepay Committed Loans made to it bearing interest at the principal of this Note Base Rate in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Applicable Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in US Dollars, (B) three Business Days (or four, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Toyota – Five Year Credit Agreement (2019) Business Days prior to the date of any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in the a principal sum amount of at least one million and 00/100 dollars US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; ($1,000,000.00), and (biii) concurrently with the any prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Tranche B Loans denominated in whole or in part, provided, that (a) each such prepayment Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereof. Each such notice shall specify the principal sum date and amount of at least one million such prepayment, and 00/100 dollars ($1,000,000.00the Type(s) or any integral multiple thereof or an amount equal of Loans to the then aggregate unpaid principal balance be prepaid. The Applicable Agent will promptly notify each appropriate Lender of this Note, (b) its receipt of each such notice and the contents thereof, and of the amount of such Lender’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the installments Committed Loans of this Note the appropriate Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior (a) The Borrowers may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in partpart without premium or penalty; provided that: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Fixed Period Eurodollar Loans, provided(B) one (1) Business Day prior to any date of prepayment of Eurodollar Loans, that and (aC) each such on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Loans (other than a prepayment in accordance with Section 2.04(b) or (c) below) shall be in a principal amount of $5,000,000 (or, in the case of an Alternate Currency Loan, the Alternate Currency Equivalent of such amount) or a whole multiple of $1,000,000 (or, in the case of an Alternate Currency Loan, the Alternate Currency Equivalent of such amount) in excess thereof; (iii) any prepayment of Base Rate Loans (other than a prepayment in accordance with Section 2.04(b) or (c) below) shall be in a principal sum amount of at least one million $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 00/100 dollars ($1,000,000.00)iv) in connection with any prepayment of a Eurodollar Loan held by a Lender, the Borrower shall, simultaneously with such prepayment, reimburse such Lender for any breakage costs incurred in connection therewith. Each such notice shall specify the date and amount of such prepayment and the Currency Type and Interest Rate Type of Loans to be prepaid and, if Fixed Period Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurodollar Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Loans of the Lenders in accordance with their respective Applicable Percentages. All prepayments or repayments of Loans made pursuant to this Note Section 2.04(a) shall be made in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Approved Currency in which such Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loandenominated.

Prepayments. Prior (a) The Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Revolving Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in US Dollars shall be in a principal amount of US$5,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of the Alternative Currency Equivalent of US$5,000,000 or a whole multiple of the Alternative Currency Equivalent of US$1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal sum amount of at least one million US$500,000 or a whole multiple of US$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 00/100 dollars ($1,000,000.00)amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given, 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 the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Revolving Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Revolving Loans in whole or in part, provided, part without premium or penalty; provided that (ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate 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, the Facility to be prepaid, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and relevant Facility. (b) concurrently The Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the prepayment of the entire unpaid principal balance of this NoteAdministrative Agent), Borrower shall at any time or from time to time, voluntarily prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Swing Line Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each 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 principal sum date and amount of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to such prepayment. If such notice is given by the then aggregate unpaid principal balance of this NoteBorrower, (b) each the Borrower shall make such prepayment and the payment amount specified in such notice shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest payable on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanspecified therein.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum The Borrower may prepay any Borrowing of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole Eurodollar Loans or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Base Rate Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) penalty and in whole or in part before the last day of the Interest Period for that Loan(but, thenif in part, and in each such case, Borrower shall, concurrently with the payment, pay to Bank then (i) the accrued interest on the principal being prepaid in an amount not less than $2,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) all expenses incurred by Bank 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 (including Bank's reasonable determination of its expenses a “Paydown Notice”) (i) in redeploying funds, which expenses include rate differences) which arise by reason the case of a Borrowing of Eurodollar Loans, three (3) Business Days prior to such prepayment, or (ii) in the case of a Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of prepayment, such prepayment to be made by the payment of the principal amount 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 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 shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such loanprepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.

Prepayments. Prior (a) The Applicable Borrower may, upon notice from Mxxxxxx- Xxxxxx International to and including the Commitment Termination DateAdministrative Agent (or the Swingline Lender for any prepayment of a Swingline Loan), Borrower shall have the right as applicable, at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent or the Swingline Lender, as applicable, not later than 11:00 a.m. unless otherwise agreed between Mxxxxxx-Xxxxxx International and the applicable Swingline Lender (A) three Business Days prior to any date of prepayment shall be of Eurocurrency Rate Loans or Swingline Loans denominated in Dollars, (B) four Business Days (or five, in the principal sum case of at least one million and 00/100 dollars prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies or Swingline Loans denominated in Subsidiary Currencies ($1,000,000.00other than Dollars), and (bC) concurrently with the same Business Day as any date of prepayment of Revolving Loans in the form of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1 million or a whole multiple of $1 million in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum principal amount of $1 million or a whole multiple of $1 million in excess thereof; and (iv) unless otherwise agreed between Mxxxxxx-Xxxxxx International and the applicable Swingline Lender, any prepayment of Base Rate Loans or Swingline 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 unpaid principal balance amount thereof then outstanding. Each such notice shall specify the date and amount of this Notesuch prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Eurocurrency Rate Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Mxxxxxx-Xxxxxx International, the Applicable Borrower shall prepay 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 Eurocurrency Rate Loan or Swingline Loan shall be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior Each Borrower may, upon written notice from the Company to and including the Commitment Termination DateApplicable Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m., Specified Time, (A) in the case of prepayments under the Term Facility, four Business Days prior to any date of prepayment, (B) in the case of prepayments under the Singapore Revolving Subfacility, four Business Days prior to any date of prepayment or (C) in the case of prepayments under the Primary Revolving Subfacility, (1) (x) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans made to a Foreign Borrower and (y) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans made to a Domestic Borrower and (2) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of the Eurocurrency Borrowing Minimum or a whole multiple of the Eurocurrency Borrowing Multiple in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal sum amount of at least one million $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 00/100 dollars ($1,000,000.00amount of such prepayment, the Type(s) of Committed Loans to be prepaid, whether the Committed Loans to be prepaid are Term Loans, Committed Primary Revolving Loans or Committed Singapore Revolving Loans and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender's Share of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, in the case of any such notice given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.06(b), and such notice of prepayment may, prior to the date of prepayment set forth therein, be revoked by the Company if such notice of termination is revoked in accordance with Section 2.06(b). Each Domestic Borrower may, upon notice from the Company to the Swing Line Lender (b) concurrently with a copy to the prepayment of the entire unpaid principal balance of this NoteAdministrative Agent), Borrower shall at any time or from time to time, voluntarily prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Swing Line Loans in whole or in part, provided, without premium or penalty; provided that (ai) each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the applicable Domestic Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. If the Administrative Agent notifies the Company that the Total Primary Revolving Outstandings (determined disregarding any portion of the L/C Obligations that shall have been Cash Collateralized in accordance with this Agreement) at any time exceed the Aggregate Primary Revolving Commitments in effect at such time, then (A) if any Loans under the Primary Revolving Subfacility are outstanding at such time, the applicable Primary Revolving Borrowers shall prepay such Loans (1) if the Total Primary Revolving Outstandings (as so determined) exceed 105% of the Aggregate Primary Revolving Commitments, within two Business Days of the receipt by the Company of such notice, (2) if any such Loans are Base Rate Loans, within two Business Days of the receipt by the Company of such notice and (3) otherwise, on the last day of an Interest Period of any Committed Primary Revolving Loans, the amount of such prepayment to equal the lesser of (x) the amount necessary to eliminate such excess and (y) the aggregate principal sum amount of at least one million and 00/100 dollars such Loans outstanding ($1,000,000.00or, in the case of any prepayment under clause (2) or (3) above, the aggregate principal amount of the Base Rate Loans or the Committed Primary Revolving Loans referred to in such clause), and (B) if no Loans under the Primary Revolving Subfacility are outstanding at such time, the applicable Primary Revolving Borrowers shall, within two Business Days of the receipt by the Company of such notice, Cash Collateralize their respective L/C Obligations in an aggregate amount sufficient to eliminate such excess. If the Singapore Administrative Agent notifies the Company that the Total Singapore Revolving Outstandings at any integral multiple thereof or time exceed the Aggregate Singapore Revolving Commitments in effect at such time, then the applicable Singapore Revolving Borrowers shall prepay Committed Singapore Revolving Loans (A) if the Total Singapore Revolving Outstandings exceed 105% of the Aggregate Singapore Revolving Commitments, within two Business Days of the receipt by the Company of such notice, and (B) otherwise, on the last day of an Interest Period of any Committed Singapore Revolving Loans, the amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment to equal the lesser of (1) the amount necessary to eliminate such excess and (2) in the case of any prepayment under clause (B) above, the aggregate principal amount of such Committed Singapore Revolving Loans. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of Loans of any Class shall be applied to the installments Loans of this Note such Class held by Lenders of such Class in the inverse order of their accordance with such Lenders' respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanShares.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Revolving Credit Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding; and (v) any such notice may be conditioned upon the effectiveness of at least other Indebtedness or the occurrence of one million or more other transactions or events. Each such notice shall specify the date and 00/100 dollars ($1,000,000.00)amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment (b) concurrently with based on such Lender’s Pro Rata Share in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After Each prepayment of the Commitment Termination Date, Borrower shall have the right outstanding Term Loans pursuant to prepay the principal of this Note in whole or in part, provided, that (aSection 2.05(a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the principal repayment installments thereof as directed by the Company, and subject to Section 2.16, each prepayment of this Note Term Loans and Revolving Credit Loans shall be applied to the Term Loans or Revolving Credit Loans, as applicable, of the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment Pro Rata Shares in respect of each of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanrelevant Facilities.

Prepayments. Prior (a)The Borrowers may, upon irrevocable notice from the Lead Borrower or the Canadian Borrower, as applicable, to and including the Commitment Termination DateAgent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Revolving Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBOR Rate Loans or BA Equivalent Loans and (B) on the date of prepayment of Base Rate Loans, Canadian Prime Rate Loans or U.S. Index Rate Loans; (ii) any prepayment of LIBOR Rate Loans or BA Equivalent 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, Canadian Prime Rate Loans or U.S. Index 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Loans to be prepaid and, if LIBOR Rate Loans or BA Equivalent Loans, the Interest Period(s) of such Loans. The Agent will promptly notify each Domestic Revolving Lender or Canadian Lender, as applicable, of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower or the Canadian Borrower, as applicable, the Domestic Borrowers or the Canadian Borrower, as applicable, 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 the entire unpaid principal balance of this Note, Borrower a LIBOR Rate Loan or a BA Equivalent Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Domestic Revolving Loans or the Canadian Revolving Loans, as applicable, of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior The Borrower may, upon at least five (5) Business Days' notice to and including the Commitment Termination DateBank, Borrower shall have the right to prepay the principal of this Note in whole or in partpart with accrued interest to the date of such prepayment on the amount prepaid without penalty or premium (but subject to payment of break-funding costs, if any, of the Bank in the case of a prepayment on a day other than the last day of an Interest Period), provided, that (a) each such partial prepayment shall be in the a principal sum amount of at least one million and 00/100 dollars not less than Fifty Thousand Dollars ($1,000,000.00), 50,000.00) and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal pays to the Bank any and all other fees and charges then aggregate unpaid principal balance of this Note, (b) each due hereunder and under the other Loan Documents in connection with such prepayment prepayment. All partial prepayments shall be applied to the installments of this Note principal in the inverse order of their respective due datesmaturity. Without limiting the foregoing, and (c) concurrently with if the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest Note is prepaid on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before day other than the last day of the an Interest Period for that Loanapplicable thereto, then, and in each such case, the Borrower shall, concurrently with the payment, shall also pay to the Bank any loss or expense that the Bank may sustain or incur as a consequence of (i) a default by the accrued interest on Borrower in making any prepayment of the principal being prepaid and Note after the Borrower has given a notice thereof to the Bank in accordance with the provision of this Agreement or (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment the making of any prepayment (irrespective of the timing of any notice) on a day that is not the last day of an Interest Period with respect thereto. Any such loanloss and/or expense shall include any amount equal to the excess, if any, of (a) the amount of interest that would have accrued on the amount so prepaid for a period from the date of such prepayment to the last day of such Interest Period at the applicable rate of interest for such Note, excluding the 240 basis point margin provided in Section 2.03, over (b) the amount of interest (as reasonably determined by the Bank) that would have accrued to the Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. A statement as to any amount payable pursuant to this Section 2.04 submitted to the Borrower by the Bank shall be conclusive in the absence of manifest error. This provision shall survive the payment in full of the Note.

Prepayments. Prior (a) The Borrowers may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans or Cost of Funds Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment, the Type(s) of Loans to be prepaid and 00/100 dollars ($1,000,000.00)whether such Loan being prepaid is a WC Revolver Loan, an Acquisition Loan or a Revolver Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurodollar Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.5. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to The Borrowers may prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) penalty and in whole or in part before (but, if in part, then: (i) if such Borrowing is of Domestic Rate Loans, in an amount not less than $500,000, (ii) if such Borrowing is of Eurocurrency Loans denominated in U.S. Dollars, in an amount not less than $1,000,000, (iii) if such Borrowing is denominated in an Alternative Currency, an amount for which the U.S. Dollar Equivalent is not less than $1,000,000 and (iv) in an amount such that the minimum amount required for a Borrowing pursuant to Section 1.5 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three Business Days' prior notice to the Agent or, in the case of a Borrowing of Domestic Rate Loans, notice delivered to the Agent no later than 11:00 a.m. (Chicago time) on the date of prepayment, such prepayment to be made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment and, in the case of Eurocurrency Loans, any compensation required by Section 4.6 hereof. Bid Loans and Swing Loans bearing interest at Xxxxxx' Quoted Rate may only be paid on the last day of the Interest Period for that Loan, then, and in then applicable to such Loans. The Agent will promptly advise each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanprepayment notice it receives from the Borrowers. Any amount of Revolving Loans paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. Any amount of Short-Term Revolving Loans paid or prepaid before the Short-Term Revolving Credit Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. All prepayments shall be applied first to the Short-Term Revolving Credit until payment in full thereof and then to the Revolving Credit.

Prepayments. Prior (a) The Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or LIBOR Daily Floating Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice from such Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Euros, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Euros shall be in a minimum principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) (i) The Borrower will not be permitted to voluntarily prepay all or any portion of the Initial Term Loans prior to the second anniversary of the Closing Date (such two year period, the “Non-Call Period”). The Borrower may, at its option, upon notice to the Administrative Agent (a “Prepayment Notice”), at any time from and including after the Commitment Termination second anniversary of the Closing Date, Borrower shall have the right to voluntarily prepay the principal outstanding amount of this Note the Initial Term Loans made to the Borrower, in whole or in part, plus (a) all accrued and unpaid interest on the principal amount to be prepaid to, but excluding the date of, prepayment and, in the case of a prepayment of a Eurodollar Rate Loan, together with any additional amounts required pursuant to Section 3.05 and (b) in the case of a prepayment made after the second anniversary of the Closing Date but prior to February 1, 2019, a premium (the “Prepayment Premium”) in an amount equal to 1.0% of the aggregate principal amount of the Term Loans so prepaid (it being understood that, any prepayment of the Term Loans made on or after the date that is six (6) months prior to the Maturity Date shall be without any Prepayment Premium); provided, that (a1) each such notice must be received by the Administrative Agent not later than 12:00 p.m., (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in the a principal sum amount of at least one million and 00/100 dollars ($1,000,000.00), 1,000,000 or a whole multiple of $500,000 in excess thereof; and (b3) concurrently with the any prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00the Class(es) or any integral multiple thereof or an amount equal and Type(s) of Term Loans to the then aggregate unpaid principal balance be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of this Note, (b) its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. The Borrower shall make such prepayment and the payment amount specified in such notice shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest payable on the principal being prepaiddate specified therein. Each prepayment of the principal Loans pursuant to this Section 2.03(a) shall be applied among the Facilities in such amounts as the relevant Borrower may direct in its sole discretion (and absent such direction, pro rata among the Term Loan Facilities and in direct order of the Loans may be maturity). Each prepayment made without premium or penalty, provided, that if by any LIBOR Loan or Fixed Rate Loan is paid (whether by way Borrower in respect of a prepayment or a payment following any acceleration particular Facility shall be paid to the Administrative Agent for the account of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, (and in each such case, Borrower shall, concurrently with the payment, pay to Bank (ibe promptly disbursed to) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses Appropriate Lenders in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanaccordance with their respective Pro Rata Shares.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in a Special Notice Currency) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iv) 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.17, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice (a “Prepayment Notice”) from the Company to the Administrative Agent, at any time or from time to time, voluntarily prepay Term Loans and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Revolving Credit Loans in whole or in part, provided, part without premium or penalty; provided that (ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans denominated in Dollars, (B) five Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans denominated in Yen, (C) on the date of prepayment of Revolving Credit Loans that are Base Rate Loans and (D) ten Business Days prior to any date of prepayment of Term Loans; (ii) any prepayment of Eurodollar Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurodollar Rate Loans denominated in Yen shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate 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 Prepayment Notice shall specify the date (the “Prepayment Date”) and amount (the “Prepayment 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 Prepayment Notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). With respect to any Term Loan, each Term Lender may decline to be prepaid on the Prepayment Date applicable to a prepayment. If any Term Lender declines to be prepaid on a Prepayment Date, (x) the applicable Borrower shall prepay each non-declining Term Lender an amount equal to its Applicable Percentage of the Prepayment Amount specified in the applicable Prepayment Notice on the Prepayment Date specified in such notice and such amounts shall be due and payable on such date and (y) the applicable Borrower may (but is not required to) make a prepayment to each declining Term Lender in an amount equal to its Applicable Percentage of the Prepayment Amount specified in such Prepayment Notice on the date that is thirty days following the Prepayment Date specified in such notice, and each declining Term Lender shall be required to accept such payment on such later date. If such Borrower elects to make the voluntary prepayment described in clause (y) above, the Company shall send notice (the “Declining Lender Notice”) to the Administrative Agent and the applicable declining Term Lender five Business Days prior to the date of such prepayment, which notice shall specify such later prepayment date and the amount of the prepayment being made to each declining Lender based on its Applicable Percentage of the Prepayment Amount specified in the original Prepayment Notice and the Interest Period(s) of such Loans. If such Declining Lender Notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amounts specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of (x) the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity and (y) the outstanding Revolving Credit Loans shall be applied to the Revolving Credit Loans, and each such prepayment shall be paid to the Lenders in the principal sum accordance with their respective Applicable Percentages in respect of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment each of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanrelevant Facilities.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in Each Borrower may, upon notice from the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal Company to the then aggregate unpaid principal balance of this NoteAdministrative Agent, (b) each such prepayment shall be applied at any time or from time to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall time voluntarily prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Committed Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for without premium or penalty; provided that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) such notice must be in a form reasonably acceptable to the accrued interest Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (C) on the principal being prepaid and date of prepayment of Base Rate Committed Loans; (ii) all expenses incurred by Bank any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Type(s) of Committed Loans to be prepaid, and the applicable Tranche, and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including Bank's reasonable determination the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Tranche 1 Lender of its expenses receipt of each such notice in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment respect of any Tranche 1 Loans, and of the amount of such loan.Tranche 1 Lender’s Applicable Tranche 1 Percentage of such prepayment and will promptly notify each Tranche 2 Lender of its receipt of each such notice in respect of any Tranche 2 Loans, and of the amount of such Tranche 2 Credit Agreement

Prepayments. Prior (a) The Borrowers may, upon notice to and including the Commitment Termination DateAdministrative Agent by the Borrower Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent (x) with respect to US Borrower Loans not later than 8:00 a.m. (Pacific time) (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of US Base Rate Loans and US Swingline Loans and (y) with respect to European Borrower Loans not later than 11:00 a.m. (London time) (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of any other European Borrower Loans, including, without limitation, Eurocurrency Base Rate Loans, European Swingline Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in the a principal sum amount of at least one million and 00/100 dollars ($1,000,000.00), 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (biii) concurrently with the any prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that Base Rate Loans (aincluding applicable Swingline Loans) each such prepayment 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00) whether such Loans are Eurocurrency Rate Loans or Swingline Loans and in the case of European Borrower Loans, whether such Loans are Dollar Denominated Loans or Euro Denominated Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower Agent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any integral multiple thereof or an amount equal additional amounts required pursuant to the then aggregate unpaid principal balance of this Note, (b) each Section 3.05. Each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum The Borrower may prepay any Borrowing of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole Eurodollar Loans or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Base Rate Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) penalty and in whole or in part before the last day of the Interest Period for that Loan(but, thenif in part, and in each such case, Borrower shall, concurrently with the payment, pay to Bank then (i) the accrued interest on the principal being prepaid in an amount not less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) upon irrevocable notice to the Administrative Agent in the form of Exhibit E-3 (a “Paydown Notice”) (A) in the case of any 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 (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 made by the payment of the principal amount 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 expenses incurred by Bank (including Bank's reasonable determination outstanding Swing Line Loans, or any portion of its expenses in redeploying fundsthe outstanding Swing Line Loans, which expenses include rate differences) which arise by reason upon delivery of a Paydown Notice to the Administrative Agent and the Swing Line Bank by 2:00 p.m. (New York time) on the date of repayment. In the case of Eurodollar Loans, any amounts owing under Section 2.11 hereof as a result of such prepayment shall be paid contemporaneously with such prepayment. The Administrative Agent will promptly advise each Bank of any such loanprepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.

Prepayments. Prior (a) The Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans, in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurocurrency Rate Loans or Alternative Currency Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans or Alternative Currency Loans shall be in the a principal sum amount of at least one million and 00/100 dollars $500,000 or a whole multiple of $100,000 in excess thereof ($1,000,000.00or, in each case, Dollar Equivalent thereof), ; and (biii) concurrently with the any prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment 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, Dollar Equivalent thereof) or, in each case, if less, the entire principal sum of at least one million and 00/100 dollars amount thereof then outstanding. Each such notice shall be irrevocable ($1,000,000.00) or any integral multiple thereof or an amount equal subject to the then aggregate unpaid principal balance final sentence of this NoteSection 2.03(a)) and specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, (bif Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.12, each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due datesApplicable Percentages. Notwithstanding anything herein to the contrary, and (c) concurrently with the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying fundsLoans, which expenses include rate differences) which arise by reason of a prepayment of any such loanrefinancing will not be consummated or will otherwise be delayed.

Prepayments. Prior (a) The Borrower may at any time and from time to and including the Commitment Termination Date, Borrower shall have the right to time prepay the principal of this Note Loans, in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than (i) 10:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Term Benchmark Loans denominated in the Base Currency, (ii) 10:00 A.M., New York City time, four (4) Business Days prior thereto, in the case of Term Benchmark Loans denominated in the Optional Currency and (iii) 10:00 A.M., New York City time, on the date thereof, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Term Benchmark Loans denominated in the Base Currency or Optional Currency or ABR Loans; provided, that if any LIBOR Loan or Fixed Rate a Term Benchmark Loan is paid (whether by way of a prepayment or a payment following prepaid on any acceleration of the due date thereof) in whole or in part before day other than the last day of the Interest Period for that Loanapplicable thereto, then, and in each such case, the Borrower shall, concurrently with the payment, shall also pay any amounts owing pursuant to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment Section 2.15. Upon receipt of any such loannotice 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, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 (with respect to ABR Loans and Term Benchmark Loans denominated in the Base Currency) or EUR 1,000,000 (with respect to Term Benchmark Loans denominated in the Optional Currency) or a whole multiple thereof.

Prepayments. Prior (a) A Borrower may, upon delivery of a Notice of Loan Prepayment to and including the Commitment Termination DateAgent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Agent not later than (A) 10:00 a.m. three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) 10:00 a.m., Applicable Time, four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) 1:00 p.m., Chicago time, on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (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 (iv) any prepayment of outstanding Term Loans pursuant to this Section 2.05 shall be applied to the principal sum repayment installments thereof in inverse order of at least one million maturity. Each such notice shall specify the date and 00/100 dollars ($1,000,000.00)amount of such prepayment and the Type(s) of Loans to be prepaid, and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.15, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Loans of this Note the applicable Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies , and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Committed Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00)The Company may, and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal upon notice from it to the then aggregate unpaid principal balance of this NoteAdministrative Agent, (b) each such prepayment shall be applied at any time or from time to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall time voluntarily prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Committed Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for without premium or penalty; provided that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in US Dollars will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies will be in a minimum principal amount of the US Dollar Equivalent of $5,000,000 or a whole multiple of the US Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans will 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 will specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, it will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein, subject to revocation in connection with a conditional notice of termination as described above. Any prepayment of a Eurocurrency Rate Committed Loan will be accompanied by all accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment will be applied to the Committed Loans of its expenses the Lenders in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanaccordance with their respective Applicable Percentages.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of Borrower may, upon notice to Administrative Agent, at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall any time or from time to time voluntarily prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Committed Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for without premium or penalty; provided that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) a Notice of Loan Prepayment is received by Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans or LIBOR Floating Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of LIBOR Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $10,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying fundsamount prepaid, which expenses include rate differences) which arise by reason of a prepayment of together with any such loan.additional amounts required pursuant to Section

Prepayments. Prior (a) The Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty (except as set forth in the second proviso to this sentence or as otherwise agreed with any Lenders in respect of any increase in the Facilities pursuant to Section 2.14); provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar RateSOFR Loans and (B) one Business Day prior to any date of prepayment of Base Rate Committed Loans (or, in either case, such later time and day as the Administrative Agent may agree); (ii) any prepayment of Eurodollar RateSOFR Loans shall be in a principal amount of $500,000 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 $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that, in the event that after the Closing Date and on or prior to the six-month anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term B Loans in connection with any Repricing Transaction (including pursuant to Section 2.05(e)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term B Lender, (I) in the case of preceding clause (x), a prepayment premium in an amount equal to 1.00% of the principal sum amount so prepaid and (II) in the case of at least one million and 00/100 dollars preceding clause ($1,000,000.00y), a payment equal to 1.00% of the aggregate principal amount of the Term B Loans outstanding immediately prior to such amendment that have been repriced. Each such notice shall specify the date and (bamount of such prepayment, the Type(s) concurrently with of Committed Loans to be prepaid, whether the Committed Loans to be repaid are Revolving Credit Loans or Term B Loans and, if Eurodollar RateSOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurodollar RateSOFR Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.16, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in respect of the inverse order of applicable Facility in accordance with their respective due dates, and (cApplicable Percentages. All prepayments of Term Loans pursuant to this Section 2.05(a) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) shall be applied ratably to each such Tranche of Loans (unless the accrued interest on Lenders of any Tranche of Term Loans incurred after the principal being prepaid Closing Date have elected a lesser prepayment) and (ii) all expenses incurred shall be applied to the scheduled installments of each such Tranche of Term Loans in the manner directed by Bank the Borrower in the respective notice of prepayment (including Bank's reasonable determination or, in the absence of its expenses such direction, in redeploying funds, which expenses include rate differences) which arise by reason direct order of a prepayment of any such loanmaturity).

Prepayments. Prior Each Borrower may, upon notice from such Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (a) each such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars (ii) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and/or Alternative Currency Loans and (iii) on the date of prepayment of Base Rate Committed Loans; (b) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (c) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies or Alternative Currency Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (d) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date, currency and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Any notice delivered by a Borrower pursuant to this Section 2.05 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by a Borrower (bby notice to the Administrative Agent on or prior to the specified effective date) concurrently with if such condition is not satisfied. Subject to the foregoing sentence, if such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan and/or an Alternative Currency Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with 2.05 any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due datesApplicable Percentages. The Company may, and upon notice to the Swing Line Lender (c) concurrently with a copy to the prepayment of the entire unpaid principal balance of this NoteAdministrative Agent), Borrower shall at any time or from time to time, voluntarily prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Swing Line Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before without premium or penalty; provided that (a) such notice must be received by the last day Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Interest Period for that Loan, thenprepayment, and (b) any such prepayment shall be in each a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such casenotice shall specify the date and amount of such prepayment. If such notice is given by the Company, Borrower shall, concurrently with the payment, pay to Bank (i) Company shall make such prepayment and the accrued interest payment amount specified in such notice shall be due and payable on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination date specified therein. If the Administrative Agent notifies the Company at any time that, for any reason, the Total Outstandings at such time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this paragraph of its expenses Section 2.05 unless after the prepayment in redeploying funds, which expenses include rate differences) which arise by reason full of a prepayment of any such loanthe Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. Prior (a) The Borrower may, upon notice from the Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Revolving Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Revolving 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Revolving Loans to be prepaid, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Revolving Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior Each Borrower may, upon notice from such Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (a) each such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (i) threetwo Business Days prior to any date of prepayment of Eurocurrency RateTerm SOFR Loans denominated in Dollars (ii) fourthree Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and/or Alternative Currency Loans and (iii) on the date of prepayment of Base Rate Committed Loans; (b) any prepayment of Eurocurrency RateTerm SOFR Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (c) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies or Alternative Currency Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (d) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date, currency and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency RateTerm SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Any notice delivered by a Borrower pursuant to this Section 2.05 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by a Borrower (bby notice to the Administrative Agent on or prior to the specified effective date) concurrently with if such condition is not satisfied. Subject to the foregoing sentence, if such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency RateTerm SOFR Loan and/or an Alternative Currency Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with 2.05 any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due datesApplicable Percentages. The Company may, and upon notice to the Swing Line Lender (c) concurrently with a copy to the prepayment of the entire unpaid principal balance of this NoteAdministrative Agent), Borrower shall at any time or from time to time, voluntarily prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Swing Line Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before without premium or penalty; provided that (a) such notice must be received by the last day Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Interest Period for that Loan, thenprepayment, and (b) any such prepayment shall be in each a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such casenotice shall specify the date and amount of such prepayment. If such notice is given by the Company, Borrower shall, concurrently with the payment, pay to Bank (i) Company shall make such prepayment and the accrued interest payment amount specified in such notice shall be due and payable on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination date specified therein. If the Administrative Agent notifies the Company at any time that, for any reason, the Total Outstandings at such time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this paragraph of its expenses Section 2.05 unless after the prepayment in redeploying funds, which expenses include rate differences) which arise by reason full of a prepayment of any such loanthe Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Committed Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Committed Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) The Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) one Business Day prior to any date of prepayment of Base Rate Loans; and (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) 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 or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is to be made from the proceeds of another transaction that will result in the refinancing of all of the Obligations and the termination of this Agreement, then such prepayment may be conditioned upon the closing of such refinancing transaction. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.14, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior to and including the Commitment Termination Date, Borrower (a) The Company shall have the right at any time and from time to time to prepay the principal of this Note any borrowing in whole or in part, provided, that (a) each such prepayment shall be subject to prior notice in the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and accordance with paragraph (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower Section; provided that the Company shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall not have the right to prepay any Swingline Loan without the prior consent of the Swingline Lender. (b) The Company shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar borrowing, not later than 10:00 a.m., Houston time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Reference Rate borrowing, not later than 10:00 a.m., Houston time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., Houston time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of this Note in whole each borrowing or in partportion thereof to be prepaid. Promptly following receipt of any such notice relating to a Revolving Borrowing, provided, that (a) each such the Administrative Agent shall advise the Banks of the contents thereof. Each partial prepayment of any borrowing shall be in the principal sum a minimum amount of at least one million and 00/100 dollars ($1,000,000.00) 100,000 or any an integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaidthereof. Each prepayment of a Revolving Loan borrowing shall be applied ratably to the principal of Revolving Loans included in the Loans may prepaid borrowing. Prepayments shall be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether accompanied by way accrued interest. Any prepayment of a prepayment or Eurodollar Loan on a payment following any acceleration of the due date thereof) in whole or in part before day other than the last day of the an Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay therefore shall be subject to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loan.Section 8.1. 7.4

Prepayments. Prior (a) Each Borrower may, upon notice by the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m., Chicago time, (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Note Currencies) prior to the date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.5. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Any Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies or of Peso Rate Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies or of Peso Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans or Peso Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that not more than two times per fiscal year, such notice, if accompanied by a commitment reduction notice in accordance with Section 2.06, may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked by the applicable Borrower(s) (bby notice to the Administrative Agent on or prior to the specified prepayment date) concurrently with the if such condition is not satisfied. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan or Peso Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and the Administrative Agent (which notice may be in any form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Commitment Termination DateAdministrative Agent)), Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Term Loans and/or Revolving Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:30 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in a Special Notice Currency) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iv) 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage in respect of the relevant Facility. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After Subject to Section 2.17 and the Commitment Termination Daterepayment in full of any Non-Extending Lender pursuant to Section 2.18(f), Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaidApplicable Percentages. Each prepayment of the principal of the outstanding Term Loans may pursuant to this clause (a) shall be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay applied to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination repayment installments thereof in inverse order of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanmaturity.

Prepayments. Prior (a) The Borrowers may, upon notice to and including the Commitment Termination DateAdministrative Agent by the Borrower Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than (A) 2:00 p.m. (Eastern time) 3 Business Days prior to any date of prepayment of Eurocurrency Rate Loans or Cash Collateralization of Bankers’ Acceptances (or BA Equivalent Notes), (B) 10:00 a.m. (Eastern time) on the date of prepayment of US Base Rate Loans and US Prime Rate Loans, and (C) 10:00 a.m. (Eastern time) on the date of prepayment of Cdn. Prime Rate Loans (ii) any prepayment of Eurocurrency Rate Loans or Cash Collateralization Bankers’ Acceptances (or BA Equivalent Notes) shall be in the a principal sum amount of at least one million and 00/100 dollars ($1,000,000.00), 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (biii) concurrently with the any prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment (or Cash Collateralization with respect to Bankers’ Acceptances and 00/100 dollars BA Equivalent Notes) and whether such Loans are Eurocurrency Rate Loans, Bankers’ Acceptances ($1,000,000.00or BA Equivalent Notes) or Base Rate Loans and whether such Loans are US Dollar Loans or Cdn. Dollar Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower Agent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any integral multiple thereof or an amount equal additional amounts required pursuant to the then aggregate unpaid principal balance of this Note, (b) each Section 3.05 with respect to Eurocurrency Rate Loans. Each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due datesPro Rata Shares. With respect to Bankers’ Acceptances (and BA Equivalent Notes), and (c) concurrently with the amount of such prepayment shall be held as Cash Collateral to be applied against the liability of the entire unpaid principal balance applicable Lender upon the maturity of this Note, Borrower shall prepay the accrued interest on the principal such Bankers’ Acceptance or BA Equivalent Note being so prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loan.

Prepayments. Prior (a) The Applicable Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than (A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) 1:00 p.m. four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) 12:00 noon on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in the a principal sum amount of at least one million and 00/100 dollars $1,000,000 or a whole multiple of $1,000,000 in excess thereof; ($1,000,000.00), and (biii) concurrently with the any prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Eurocurrency Rate Loans denominated in whole or in part, provided, that (a) each such prepayment Alternative Currencies shall be in a minimum Dollar Equivalent principal amount of $2,000,000; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00the Type(s) or of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by any integral multiple thereof or an Borrower, such Borrower shall make such prepayment and the payment amount equal specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to the then aggregate unpaid principal balance of this Note, (b) each Section 3.05. Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior The Borrower may, upon notice from the Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of the Alternative Currency Equivalent of $5,000,000 or a whole multiple of the Alternative Currency Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage of such prepayment). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in the principal sum accordance with their respective Applicable Percentages in respect of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment each of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanrelevant Facilities.

Prepayments. Prior (a) Borrower may, upon notice from the Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Committed Loans shall be in a Dollar Equivalent principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or comparable amounts if denominated in Alternative Currencies); and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurodollar Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05, if any. After the Commitment Termination DateSubject to Section 2.18, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than (A) 11:00 a.m., Chicago time, three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) 11:00 a.m., London time, three Business Days (or four, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) 11:00 a.m., Chicago time, on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.16, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Revolving Credit Loans in whole or in part, provided, part without premium or penalty; provided that (ai) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be paid to the Appropriate Lenders in the principal sum accordance with their respective Applicable Percentages in respect of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment each of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanrelevant Facilities.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in The Borrowers may, upon notice by the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Parent Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this NoteAdministrative Agent, (b) each such prepayment shall be applied at any time or from time to the installments of this Note in the inverse order of their respective due datestime, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall voluntarily prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Committed Revolving Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for without premium or penalty; provided that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (C) on the date of prepayment of Base Rate Committed Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount the Dollar Equivalent of which is $500,000 or a whole multiple of $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the Parent Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Parent Borrower if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the principal being prepaid and amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment made pursuant to this clause (iia) all expenses incurred by Bank (including Bank's reasonable determination shall be made ratably among the Revolving Lenders in accordance with their respective Applicable Percentages of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanthe Committed Revolving Loans.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00)The Borrowers may, and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal upon notice to the then aggregate unpaid principal balance of this NoteAdministrative Agent by the Borrower Agent, (b) each such prepayment shall be applied at any time or from time to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall time voluntarily prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for without premium or penalty; provided that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) such notice must be received by the accrued interest Administrative Agent not later than (A) 2:00 p.m. (Eastern time) 3 Business Days prior to any date of prepayment of Eurocurrency Rate Loans or Cash Collateralization of Bankers’ Acceptances (or BA Equivalent Notes), (B) 10:00 a.m. (Eastern time) on the principal being prepaid date of prepayment of US Base Rate Loans and US Prime Rate Loans, and (C) 10:00 a.m. (Eastern time) on the date of prepayment of Cdn. Prime Rate Loans (ii) all expenses incurred by Bank any prepayment of Eurocurrency Rate Loans or Cash Collateralization Bankers’ Acceptances (including Bank's reasonable determination or BA Equivalent Notes) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 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 (or Cash Collateralization with respect to Bankers’ Acceptances and BA Equivalent Notes) and whether such Loans are Eurocurrency Rate Loans, Bankers’ Acceptances (or BA Equivalent Notes) or Base Rate Loans and whether such Loans are US Dollar Loans or Cdn. Dollar Loans. The Administrative Agent will promptly notify each Lender of its expenses 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 Agent, the Borrowers shall make such prepayment and the payment amount specified in redeploying funds, which expenses include rate differences) which arise by reason such notice shall be due and payable on the date specified therein. Any prepayment of a prepayment of Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any such loan.additional amounts required pursuant to

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in a Special Notice Currency) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iv) 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After Subject to Section 2.17 and the Commitment Termination Daterepayment in full of any Non-Extending Lender pursuant to Section 2.18(f), Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of the Alternative Currency Equivalent of $5,000,000 or a whole multiple of the Alternative Currency Equivalent of $1,000,000 in excess thereof and (iv) any prepayment of Base Rate Committed Loans shall be in a principal sum amount of at least one million $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 00/100 dollars ($1,000,000.00)amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (b) concurrently with based on such Lender’s Applicable Percentage in respect of the currency of the Committed Loans being prepaid). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.17, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Individual Currency Loans made to such Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in (x) Dollars or (y) an Alternative Currency other than a Special Notice Currency, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Special Notice Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Core Currency Applicable Percentage (bin the case of Committed Loans) concurrently or ratable share (in the case of Individual Currency Loans) of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a full or partial refinancing of the Commitments, such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case such notice may be revoked by the entire unpaid principal balance Company (by notice to the Administrative Agent on or prior to the date of this Note, such prepayment) if such condition is not satisfied; provided that the applicable Borrower shall prepay the pay any amounts required pursuant to Section 3.05. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.18, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) NYDOCS02/1167307 49 each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment Committed Loans shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanCore Currency Applicable Percentages.

Prepayments. Prior (a) A Borrower may, upon delivery of a Notice of Loan Prepayment, to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 12:00 noon, (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.16, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior (a) The Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty (except as set forth in the second proviso to this sentence or as otherwise agreed with any Lenders in respect of any increase in the Facilities pursuant to Section 2.14); provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) one Business Day prior to any date of prepayment of Base Rate Committed Loans (or, in either case, such later time and day as the Administrative Agent may agree); (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 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 $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that, in the event that after the Closing Date and on or prior to the six-month anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term B Loans in connection with any Repricing Transaction (including pursuant to Section 2.05(e)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term B Lender, (I) in the case of preceding clause (x), a prepayment premium in an amount equal to 1.00% of the principal sum amount so prepaid and (II) in the case of at least one million and 00/100 dollars preceding clause ($1,000,000.00y), a payment equal to 1.00% of the aggregate principal amount of the Term B Loans outstanding immediately prior to such amendment that have been repriced. Each such notice shall specify the date and (bamount of such prepayment, the Type(s) concurrently with of Committed Loans to be prepaid, whether the Committed Loans to be repaid are Revolving Credit Loans or Term B Loans and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurodollar Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.16, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in respect of the inverse order of applicable Facility in accordance with their respective due dates, and (cApplicable Percentages. All prepayments of Term Loans pursuant to this Section 2.05(a) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) shall be applied ratably to each such Tranche of Loans (unless the accrued interest on Lenders of any Tranche of Term Loans incurred after the principal being prepaid Closing Date have elected a lesser prepayment) and (ii) all expenses incurred shall be applied to the scheduled installments of each such Tranche of Term Loans in the manner directed by Bank the Borrower in the respective notice of prepayment (including Bank's reasonable determination or, in the absence of its expenses such direction, in redeploying funds, which expenses include rate differences) which arise by reason direct order of a prepayment of any such loanmaturity).

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.17, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) The Borrower may, upon notice from the Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.16, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) Each Borrower may, upon notice from such Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note its Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in the Alternative Currency Equivalent of a minimum principal sum amount of at least one million and 00/100 dollars ($1,000,000.00)5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (biv) concurrently with the 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 unpaid principal balance amount thereof then outstanding. Each such notice shall specify the date and amount of this Notesuch prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the currency and the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by a Borrower , the applicable Borrower shall prepay make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and including the Commitment Termination DateTranche C Borrower may, Borrower shall have upon notice to the right Australian Sub-Agent, at any time or from time to time voluntarily prepay the principal of this Note Committed Loans made to it in whole or in part, provided, part without premium or penalty (other than as provided in Section 3.5); provided that (ai) each such notice must be received by the Applicable Agent not later than (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term Rate Loans denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of SXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any Toyota – Five Year Credit Agreement (2022) partial prepayment of Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in the a principal sum amount of at least one million and 00/100 dollars US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; ($1,000,000.00), and (biii) concurrently with the any partial prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Tranche B Loans denominated in whole or in part, provided, that (a) each such prepayment Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iv) any partial prepayment of Tranche C Loans shall be in a principal amount of A$5,000,000 or a whole multiple of A$500,000 in excess thereof. Each such notice shall specify the principal sum date and amount of at least one million such prepayment, and 00/100 dollars ($1,000,000.00the Type(s) or any integral multiple thereof or an amount equal of Loans to the then aggregate unpaid principal balance be prepaid. The Applicable Agent will promptly notify each appropriate Lender of this Note, (b) its receipt of each such notice and the contents thereof, and of the amount of such Lxxxxx’s Pro Rata Share of such prepayment of such Committed Loans. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment of Committed Loans shall be applied to the installments Committed Loans of this Note the appropriate Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in Each Borrower may, upon notice from the principal sum of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal Company to the then aggregate unpaid principal balance of this NoteLender, (b) each such prepayment shall be applied at any time or from time to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall time voluntarily prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for without premium or penalty; provided that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) such notice must be received by the Lender not later than 1:00 p.m. (A) two Business Days prior to any date of prepayment of Eurocurrency Fixed Rate Loans denominated in Dollars, (B) three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Fixed Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Eurocurrency Floating Rate Loans or Base Rate Loans; (ii) any prepayment of Eurocurrency Fixed Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Fixed Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Eurocurrency Floating Rate Loans or Base Rate Loans shall be in a principal amount of $500,000 or a whole [*] Confidential Treatment Requested 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 Eurocurrency Fixed Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Fixed Rate Loan shall be accompanied by all accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination amount prepaid, together with any additional amounts required pursuant to clause 11.1 of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanthe Common Terms Deed.

Prepayments. Prior The Borrower or a Designated Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent (and, Borrower shall have in the right case of prepayment of a Swingline Loan, the Swingline Lender), at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 12:00 noon, New York City time, (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of ABR Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in a Foreign Currency shall be in a principal amount of not less than the smallest amount of such Foreign Currency that has an Equivalent Amount in excess of $5,000,000 and in an whole multiple of the smallest amount of such Foreign Currency that has an Equivalent Amount in excess of $1,000,000; and (iv) any prepayment of ABR Loans shall be in a principal sum amount of at least one million $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and 00/100 dollars ($1,000,000.00)amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower or a Designated Borrower, the Borrower or such Designated Borrower, as applicable, 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 the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior to and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00)The Borrower may, and (b) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal upon notice to the then aggregate unpaid principal balance Administrative Agent, at any time or from time to time, voluntarily prepay any Class of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before without premium or penalty pursuant to this Section 2.06(a) (other than Negotiated Rate Loans, which are subject to the last day provisions of the Interest Period for clause (c) below); provided that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (C) on the date of prepayment of Base Rate Committed Loans or LIBOR Daily Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars or LIBOR Daily Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof, (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount the Dollar Equivalent of which is $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). 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, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan or LIBOR Daily Loan shall be accompanied by all accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying fundsamount prepaid, which expenses include rate differences) which arise by reason of a together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each prepayment of any such loanCommitted Revolving Loans made pursuant to this clause (a) shall be made ratably among the Revolving Lenders in accordance with their respective Applicable Percentages of the Committed Revolving Loans. Each prepayment of Committed Term Loans made pursuant to this clause (a) shall be made ratably among the Term Lenders in accordance with their respective Applicable Percentages of the Committed Term Loans.

Prepayments. Prior Each Borrower may, upon notice from such Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (a) each such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars (ii) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (iii) on the date of prepayment of Base Rate Committed Loans; (b) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (c) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (d) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date, currency and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Any notice delivered by a Borrower pursuant to this Section 2.05 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by a Borrower (bby notice to the Administrative Agent on or prior to the specified effective date) concurrently with if such condition is not satisfied. Subject to the foregoing sentence, if such notice is given by any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due datesApplicable Percentages. The Company may, and upon notice to the Swing Line Lender (c) concurrently with a copy to the prepayment of the entire unpaid principal balance of this NoteAdministrative Agent), Borrower shall at any time or from time to time, voluntarily prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Swing Line Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before without premium or penalty; provided that (a) such notice must be received by the last day Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Interest Period for that Loan, thenprepayment, and (b) any such prepayment shall be in each a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such casenotice shall specify the date and amount of such prepayment. If such notice is given by the Company, Borrower shall, concurrently with the payment, pay to Bank (i) Company shall make such prepayment and the accrued interest payment amount specified in such notice shall be due and payable on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination date specified therein. If the Administrative Agent notifies the Company at any time that, for any reason, the Total Outstandings at such time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this paragraph of its expenses Section 2.05 unless after the prepayment in redeploying funds, which expenses include rate differences) which arise by reason full of a prepayment of any such loanthe Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. Prior (1) Each Borrower may, upon notice from the Company to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and including the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Revolving Credit Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After Each prepayment of the Commitment Termination Date, Borrower shall have the right outstanding Term Loans pursuant to prepay the principal of this Note in whole or in part, provided, that (aSection 2.05(a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the principal repayment installments of this Note in the inverse order of their respective due datesthereof on a pro rata basis, and (c) concurrently with the each prepayment of the entire unpaid principal balance Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment each of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanrelevant Facilities.

Prepayments. Prior (a) Each Borrower may, upon notice from the Company to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Revolving Loans in whole or in part, provided, part without premium or penalty; provided that (ai) such notice must be a Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans (or, in each case, such shorter period as the Administrative Agent may agree in its sole discretion); (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a full or partial refinancing of the Facilities, such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case such notice may be revoked by the entire unpaid principal balance Company (by notice to the Administrative Agent on or prior to the date of this Note, such prepayment) if such condition is not satisfied; provided that the applicable Borrower shall prepay the pay any amounts required pursuant to Section 3.05. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentage.

Prepayments. Prior (a) Borrower may, upon notice to and including the Commitment Termination DateAgent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by Agent not later than 11:00 a.m. (A) three (3) U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans denominated in Dollars, (B) four (4) Business Days prior to any date of prepayment of any Alternative Currency Loan and (C) one (1) Business Day prior to any date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or Alternative Currency Loans shall be in the Dollar Equivalent of a principal sum amount of at least one million and 00/100 dollars Five Million Dollars ($1,000,000.00)5,000,000) or the Dollar Equivalent of a whole multiple of One Million Dollars ($1,000,000) in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of One Million Dollars ($1,000,000) or a whole multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Loans, as applicable, are to be prepaid, the Interest Period(s) of such Loans. Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with the prepayment of the entire unpaid principal balance amount of this Notesuch Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, Borrower shall prepay make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan or Alternative Currency Loan, as applicable, shall be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Committed Loans of this Note Lenders in accordance with their respective Applicable Percentages. The Agent and each Lender party hereto hereby (i) waive the requirements set forth in the inverse order first sentence of their respective due dates, and (cSection 2.05(a) concurrently of the Existing Credit Agreement with respect to the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest Committed Loans occurring on the principal being prepaid. Each prepayment Closing Date (including, for the avoidance of doubt, the principal of the Loans may be made without premium or penalty, provided, requirement that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of Borrower deliver a prepayment or a payment following any acceleration of the due date thereofnotice with respect thereto) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) consent to the non-pro rata repayment in full of all expenses incurred by Bank Obligations owing to, and termination of the Commitments of, any Lender (including Bank's reasonable determination of its expenses in redeploying fundsthis instance only, which expenses include rate differencesas defined in the Existing Credit Agreement) which arise by reason of under the Existing Credit Agreement that is not a prepayment of any such loanparty hereto on the Closing Date, notwithstanding anything to the contrary set forth herein.

Prepayments. Prior (a) (i) Each Borrower may, upon notice from such Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Term Loans and/or Revolving Credit Loans in whole or in part, part without premium or penalty; provided, that that, (aA) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each affected Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of Term Loans pursuant to this Section 2.05(a) shall, subject to Section 2.19, be applied to the Term Loans on a pro rata basis and to the principal repayment installments thereof on a pro rata basis, and each such prepayment shall be paid to the Lenders in the principal sum accordance with their respective Applicable Percentages in respect of at least one million and 00/100 dollars ($1,000,000.00), and (b) concurrently with the prepayment each of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments of this Note in the inverse order of their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanrelevant Facilities.

Prepayments. Prior Each Borrower may, upon notice from the applicable Borrower to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal Loans of this Note such Borrower in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 9:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Sterling, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in U.S. Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Sterling shall be in a minimum principal amount of £1,000,000 or a whole multiple of £500,000 in excess thereof; and (iv) any prepayment of Base Rate 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and (b) concurrently with of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurocurrency Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.12, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.

Prepayments. Prior (a) The Borrowers may, upon notice to and including the Commitment Termination DateAdministrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Revolving Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each 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 Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in the a principal sum amount of at least one million and 00/100 dollars $5,000,000 or a whole multiple of $1,000,000 in excess thereof; ($1,000,000.00), and (biii) concurrently with the any prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Eurocurrency Rate Loans denominated in whole or in part, provided, that (a) each such prepayment Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Revolving 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 sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00the Type(s) or of Revolving Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each 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 a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any integral multiple thereof or an amount equal additional amounts required pursuant to the then aggregate unpaid principal balance of this NoteSection 3.5. Subject to Section 2.16, (b) each such prepayment shall be applied to the installments Revolving Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior (a) The Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty (except as set forth in the second proviso to this sentence or as otherwise agreed with any Lenders in respect of any increase in the Facilities pursuant to Section 2.14); provided that (ai) each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) one Business Day prior to any date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar 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 Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that, in the event that on or prior to the six-month anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term B Loans in connection with any Repricing Transaction (including pursuant to Section 2.05(e)), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term B Lender, (I) in the case of clause (x), a prepayment premium in an amount equal to 1.00% of the principal sum amount so prepaid and (II) in the case of at least one million and 00/100 dollars clause ($1,000,000.00y), a payment equal to 1.00% of the aggregate principal amount of the Term B Loans outstanding immediately prior to such amendment that have been repriced. Each such notice shall specify the date and (bamount of such prepayment, the Type(s) concurrently with of Committed Loans to be prepaid, whether the Committed Loans to be repaid are Revolving Credit Loans or Term B Loans and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower a Eurodollar Rate Loan shall prepay the be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination DateSubject to Section 2.16, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in respect of the inverse order of applicable Facility in accordance with their respective due dates, Applicable Percentages. All prepayments of Term B Loans and (cIncremental Term Loans pursuant to this Section 2.05(a) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) shall be applied ratably to each such Tranche of Loans (unless the accrued interest on the principal being prepaid Lenders of any Tranche of Incremental Term Loans have elected a lesser prepayment) and (ii) all expenses incurred shall be applied to the scheduled installments of Term B Loans in the manner directed by Bank the Borrower in the respective notice of prepayment (including Bank's reasonable determination or, in the absence of its expenses such direction, in redeploying funds, which expenses include rate differences) which arise by reason direct order of a prepayment of any such loanmaturity).

Prepayments. Prior In addition to and including the Commitment Termination Date, Borrower shall have the right to prepay required payments of the principal of this Note the Loan pursuant to Section 2.03 and the automatic prepayments of principal of the Loan made pursuant to Section 2.09(b)(vi), the Borrower may, upon notice to the Lender, at any time or from time to time voluntarily prepay the Loan in whole or in part, provided, ; provided that (ai) each such notice must be received by the Lender not later than 1:00 p.m. three Business Days prior to the date of prepayment; (ii) any prepayment shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof; or, if less, the entire principal sum amount of at least one million the Loan then outstanding. Each such notice shall specify the date and 00/100 dollars ($1,000,000.00)amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and (b) concurrently with the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of the entire unpaid principal balance of this Note, Borrower Loan shall prepay the be accompanied by all accrued interest on the principal being prepaidthereon. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments of this Note Loan in the inverse order of their respective due datesthe required principal payments. Notwithstanding anything to the contrary contained herein, and (c) concurrently with if the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before prior to the last day date which is eighteen (18) months after the Closing Date, without providing evidence reasonably satisfactory to the Lender that such prepayment is being made from proceeds of the Interest Period for that LoanSOW 28 Receivables and/or the SOW 35 Receivables, thenthe Borrower shall also pay, and in each such case, Borrower shall, concurrently along with the paymentprepayment, pay to Bank (i) the accrued interest on an early termination fee of 0.50% of the principal amount of the Loan being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanprepaid.

Prepayments. Prior (a) The Borrower may, upon notice to and including the Commitment Termination DateAdministrative Agent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Committed Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by the Administrative Agent not later than 8:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in the a principal sum amount of at least one million and 00/100 dollars $5,000,000 or a whole multiple of $1,000,000 in excess thereof; ($1,000,000.00), and (biii) concurrently with the any prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note Eurocurrency Rate Loans denominated in whole or in part, provided, that (a) each such prepayment Alternative Currencies shall be in a minimum Dollar Equivalent principal amount of $5,000,000; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal sum amount thereof then outstanding. Each such notice shall specify the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00the Type(s) or of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any integral multiple thereof or an amount equal additional amounts required pursuant to the then aggregate unpaid principal balance of this Note, (b) each Section 3.05. Each such prepayment shall be applied to the installments Committed Loans of this Note the Lenders in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanPro Rata Shares.

Prepayments. Prior (a) Borrower may, upon notice to and including the Commitment Termination DateAgent, Borrower shall have the right at any time or from time to time voluntarily prepay the principal of this Note Loans in whole or in part, provided, part without premium or penalty; provided that (ai) each such notice must be received by Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars and four Business Days prior to any date of prepayment of Eurocurrency Rate Revolving Loans denominated in Alternative Currencies, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Revolving Loans in Alternative Currencies shall be in a principal Dollar Equivalent amount of or approximating $5,000,000 or any amount in excess thereof; and (iv) 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 sum amount thereof then outstanding. Each such notice shall specify (i) whether the Loan to be prepaid is a Revolving Loan or a Term Loan, (ii) the date and amount of at least one million such prepayment and 00/100 dollars ($1,000,000.00)iii) the Type(s) of Loans to be prepaid. Agent will promptly notify each Lender of its receipt of each such notice and of the contents thereof, and (b) concurrently with the prepayment of the entire unpaid principal balance amount of this Notesuch Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, Borrower shall prepay make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the principal being amount prepaid, together with any additional amounts required pursuant to Section 3.05. After the Commitment Termination Date, Borrower shall have the right to prepay the principal of this Note in whole or in part, provided, that (a) each such prepayment shall be in the principal sum of at least one million and 00/100 dollars ($1,000,000.00) or any integral multiple thereof or an amount equal to the then aggregate unpaid principal balance of this Note, (b) each Each such prepayment shall be applied to the installments Revolving Loans or Term Loans of this Note Lenders, as applicable, in the inverse order of accordance with their respective due dates, and (c) concurrently with the prepayment of the entire unpaid principal balance of this Note, Borrower shall prepay the accrued interest on the principal being prepaid. Each prepayment of the principal of the Loans may be made without premium or penalty, provided, that if any LIBOR Loan or Fixed Rate Loan is paid (whether by way of a prepayment or a payment following any acceleration of the due date thereof) in whole or in part before the last day of the Interest Period for that Loan, then, and in each such case, Borrower shall, concurrently with the payment, pay to Bank (i) the accrued interest on the principal being prepaid and (ii) all expenses incurred by Bank (including Bank's reasonable determination of its expenses in redeploying funds, which expenses include rate differences) which arise by reason of a prepayment of any such loanApplicable Percentages.