Common use of Prepayments Clause in Contracts

Prepayments. (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (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 Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice shall have the right to prepay the Administrative Agent, at any time Loans of either or from time to time voluntarily prepay Committed Loansboth Tranches, in whole or in part part, without premium or penalty; provided that , from time to time on the following terms and conditions: (i) such notice must be received by the Borrower shall give the Administrative Agent not later than 11:00 a.m.irrevocable written notice at its Notice Office (of which the Administrative Agent shall promptly notify each of the Lenders) of its intent to prepay the Loans of one or both Tranches and the amount of such prepayment, which notice shall be given by the Borrower at or prior to 10:00 a.m. (New York City time, (A) at least three Business Days prior to any (but no more than 30 days) before the date of prepayment of Eurodollar Rate Loanssuch prepayment, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any each partial prepayment of Fixed Period Eurodollar Rate Loans shall be in a an aggregate principal amount of at least $5,000,000 or a whole 10,000,000 (or, for the Peso Loans, the Dollar/Peso Equivalent thereof) and, if greater, in an integral multiple of $1,000,000 in excess (or, for the Peso Loans, the Dollar/Peso Equivalent thereof; and ), (iii) any each prepayment of Base Rate Loans pursuant to this paragraph shall be in a principal amount applied to the Loans of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of under the applicable Tranche in accordance with such Lender’s Pro Rata Share pro rata share of Loans under such Tranche and shall be applied within such Tranche to reduce the remaining scheduled principal repayments of such Tranche on a pro rata basis and (iv) each prepayment of Loans pursuant to this paragraph shall be applied as provided in Section 2.9(d); it being understood that the Borrower shall deliver to the Administrative Agent such additional amounts (if any) necessary so that the amount allocated to the principal prepayment of the Loans is the amount indicated to be prepaid on the notice of prepayment. If such notice is given by a the Borrower, a then the Borrower shall make such prepayment (and the payment amount specified in such notice shall be due and payable payable) on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with accrued interest to such date on the amount prepaid and any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares3.4. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Loans, any Loan in whole or in part without premium or penaltyin an amount equal to the sum of (a) the principal amount of the Loan being prepaid, (b) the applicable Make-Whole Amount and (c) the amount determined in accordance with Section 2.03(c); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loansprepayment, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a an aggregate principal amount of $5,000,000 or a whole multiple of at least $1,000,000 in excess thereof; and or, if less, the entire aggregate principal amount of the Loans then outstanding, (iii) any no Default or Event of Default would occur after giving effect to such voluntary prepayment of Base Rate Loans shall and (iv) the LTV Ratio, immediately after giving effect to such prepayment, would be in a principal amount of $500,000 equal to or a whole multiple of $100,000 in excess thereofless than [***]%. Each such notice shall be irrevocable and shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment, the amount of principal being prepaid and the applicable prepayment amount. If such notice is given by a Borrower, a The Borrower shall make such prepayment and the payment amount specified in such notice shall (which prepayment may be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereonmade, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required part, by the Borrower instructing the Collateral Agent pursuant to Section 3.05); provided that (i3(g) of the Security Agreement to deposit sale proceeds with respect to the Pledged ADS sold for the purpose of making such notice must be received by prepayment on deposit in the Swing Line Lender Collateral Account into the Agent Account on the Borrower’s behalf) and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such related 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 a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (b) Not later than the close of business on the second Hong Kong Business Day immediately after receipt of notice from the Administrative Agent of the occurrence of a Collateral Shortfall, the Borrower shall prepay the Loans then outstanding in an amount sufficient to cause the LTV Ratio, immediately after giving effect to such prepayment, to be equal to or less than [***]%. (c) If for Each prepayment pursuant this Section 2.03 shall be accompanied by all accrued interest on the amount prepaid, together with any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal additional amounts required pursuant to such excessSection 3.04.

Prepayments. (a) Each Any Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Term Loan in whole or in part without premium or penalty; provided provided, in each case, that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (Ai) 1:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (Bii) one Business Day prior to any 11:00 a.m. on the date of prepayment of Base Rate Loans; (iib) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (d) any prepayment of the Term Loan shall be applied ratably to the remaining principal amortization payments thereof. Each such notice shall specify the date and amount of such prepayment prepayment, the Loans to be prepaid, 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.11, each such prepayment shall be applied to the Committed Loans of the applicable Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 Noon (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (iib) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of (1) $5,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof or (2) equal to the entire principal amount thereof then outstanding and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of (1) $500,000 or a whole multiple of $100,000 in excess thereofthereof or (2) equal to the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. 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 the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, and received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans, and (B) one three Business Day Days (or four, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Term SOFR 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 Alternative Currency Loans (other than Alternative Currency Daily Rate Loans) 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 1,000,000 or a whole multiple of $100,000 500,000 in excess thereofthereof 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 prepayment, the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender , and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of its receipt of each such noticeLoans, and of such Lender’s Pro Rata Share of such prepayment. If any such notice may state that it is given by a Borrower, a Borrower shall make such prepayment and conditioned upon the payment amount occurrence or non-occurrence of any event specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares.therein (including the (b) Each The applicable Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m. Eastern time (in the case of Dollar-denominated Swing Line Loans) or 11:00 a.m. London time (in the case of Euro- denominated Swing Line Loans) on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000100,000/€100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the applicable Borrower, a 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. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Administrative Agent notifies the Company at any time exceeds that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, a Borrower then, within two Business Days after receipt of such notice, the Borrowers shall immediately prepay its Committed Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.16(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Committed Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or may from time to time voluntarily prepay Committed Loansprepay, without penalty or premium, all outstanding ABR Advances, or, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (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 Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal minimum aggregate amount of $5,000,000 1,000,000 or a whole any integral multiple of $1,000,000 in excess thereof; and , any portion of the outstanding ABR Advances upon one Business Day’s prior notice to the Administrative Agent. The Borrower may from time to time pay, upon three Business Days’ prior notice to the Administrative Agent, subject to the payment of any funding indemnification amounts required by Section 3.6 but without penalty or premium, (iiii) any prepayment all of Base Rate Loans shall be a Eurodollar Advance, or (ii) in a minimum aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (and provided such payment would not reduce the outstanding principal amount of such Eurodollar Advance to less than $500,000 or 5,000,000) any portion of a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesAdvance. (b) Each If, on any date, Borrowing Base Debt exceeds the Borrowing Base, the Borrower mayshall, upon notice to no later than one Business Day after such date (unless, for the Swing Line Lender (with a copy to avoidance of doubt, Borrower has otherwise reduced Borrowing Base Debt so that it no longer exceeds the Administrative AgentBorrowing Base on such Business Day), at any time or from time to time, voluntarily prepay Swing Line Loans and/or Cash Collateralize Letter of Credit Obligations in whole or in part without premium or penalty (other than amounts required pursuant to accordance with this Section 3.05); provided 2.6(b) such that (i) Borrowing Base Debt is equal to or less than the Borrowing Base or (ii) all Letters of Credit are Cash Collateralized and there are no Loans outstanding. Amounts to be applied in connection with prepayments made pursuant to this Section 2.6 shall be applied, first, to the prepayment of Loans, and second, if the aggregate principal amount of Loans then outstanding is less than the amount of such notice must be received by the Swing Line Lender and prepayments because Letter of Credit Obligations constitute a portion thereof, the Administrative Agent not later than 1:00 p.m. on shall deposit the date balance of such prepayments in a cash collateral account established with the Administrative Agent for the benefit of the prepayment, Lenders on terms and (iiconditions reasonably satisfactory to the Administrative Agent to Cash Collateralize Letter of Credit Obligations. The application of any prepayment of Loans pursuant to this Section 2.6(b) 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 a Borrowermade, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinfirst, to ABR Loans and, second, to Eurodollar Loans. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Fixed Rate Loans, Loans and (B) one (1) Business Day prior to any date of prepayment of Base Floating Rate LoansLoans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by the Administrative Agent in writing; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Floating Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 25,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a then 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 such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments Available Loan Amount, then in effectBorrower shall, a Borrower shall immediately within three (3) Business Days, prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that any prepayment hereunder be applied first to any Floating Rate Loans outstanding and then to the Eurodollar Loans outstanding. (c) Upon the occurrence of any Change of Control, the Borrower shall, within five (5) Business Days thereafter, (i) prepay in full the Outstanding Amount of Loans held by each Lender and (ii) pay all fees, expenses and other amounts due to the Administrative Agent and the Lenders hereunder.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Term Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (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 Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans made by such Swing Line Lender in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the such 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 a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its such Committed Loans or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Committed Loansthe Bridge Loan, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be received by in the Administrative Agent case of prepayment of any Eurodollar Loan, 11:00 a.m. not later less than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loanssuch prepayment, and (Bii) in the case of any prepayment of any Base Rate Loan, not less than one Business Day prior to any the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans each Loan or portion thereof to be prepaid. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of such Lender’s 's Pro Rata Share of any such prepayment. If such notice is given by a Borrowergiven, a Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereondesignated in such notice, together with any additional accrued interest to such date on the amount so prepaid in accordance with Section 2.10(c); provided, that if a Eurodollar Loan is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.16. Subject Prepayments shall be in minimum amounts of $10,000,000 and integral multiples of $1,000,000. (b) The Borrower shall promptly notify the Administrative Agent upon the receipt of any Net Cash Proceeds from the issuance of any Additional Debt by KPP, the Borrower or any Significant Affiliate or the occurrence of any Equity Event, and no later than the Business Day following the date of receipt thereof, the Borrower shall prepay the Bridge Loan, together with payment of all accrued and unpaid interest, fees, expenses and amounts required pursuant to Section 2.162.16 of this Agreement, each in an aggregate amount equal to 100% (without duplication) of such prepayment shall Net Cash Proceeds, such payments to be applied (i) first, to the Committed Loans payment of interest, fees, expenses and such other amounts, pro rata to the Lenders in accordance with based on the amount of such interest, fees, expenses and other amounts outstanding at such time and (ii) second to the payment of principal on the Bridge Loan, pro rata to the Lenders based on their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Loans, any Loan in whole or in part without premium or penaltyin an amount equal to the sum of (a) the principal amount of the Loan being prepaid, (b) the applicable Make-Whole Amount and (c) the amount determined in accordance with Section 2.03(c); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loansprepayment, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a an aggregate principal amount of $5,000,000 or a whole multiple of at least $1,000,000 in excess thereof; and or, if less, the entire aggregate principal amount of the Loans then outstanding, (iii) any no Default or Event of Default would occur after giving effect to such voluntary prepayment of Base Rate Loans shall and (iv) the LTV Ratio, immediately after giving effect to such prepayment, would be in a principal amount of $500,000 equal to or a whole multiple of $100,000 in excess thereofless than [***]. Each such notice shall be irrevocable and shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment, the amount of principal being prepaid and the applicable prepayment amount. If such notice is given by a Borrower, a The Borrower shall make such prepayment and the payment amount specified in such notice shall (which prepayment may be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereonmade, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required part, by the Borrower instructing the Collateral Agent pursuant to Section 3.05); provided that (i3(g) of the Security Agreement to deposit sale proceeds with respect to the Pledgor’s ADS sold for the purpose of making such notice must be received by prepayment on deposit in the Swing Line Lender Collateral Account into the Agent Account on the Borrower’s behalf) and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such related 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 a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (b) Not later than the close of business on the second Hong Kong Business Day immediately after receipt of notice from the Administrative Agent of the occurrence of a Collateral Shortfall, the Borrower shall prepay the Loans then outstanding in an amount sufficient to cause the LTV Ratio, immediately after giving effect to such prepayment, to be equal to or less than [***]. (c) If for Each prepayment pursuant this Section 2.03 shall be accompanied by all accrued interest on the amount prepaid, together with any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal additional amounts required pursuant to such excessSection 3.04.

Prepayments. (a) Each (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Committed Loans, in whole or in part part, without premium or penalty; penalty (except as specifically provided that (i) such in the proviso of this sentence and, upon notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m., New York City time, (A) not less than three U.S. Government Securities Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Term Benchmark Loans, and (B) one Business Day prior to any no later than 12:00 noon, New York City time, on the date of prepayment such notice, in the case of Base Rate ABR Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such , which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid); provided that, if a Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. The Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent will and Lenders shall be entitled to assume that the Loans contemplated by such notice are to be made unless the Administrative Agent shall have received written notice revoking such notice of prepayment on or prior to the date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepaymentthereof. If any such notice is given by a Borrowergiven, a Borrower shall make such prepayment and the payment 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. Any prepayment Partial prepayments of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the case of each prepayment of Loans pursuant to this Section 3.05. Subject 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to Section 2.16be repaid, each and such prepayment shall be applied paid to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount pro rata share of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinLoans. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, and the Type(s) of Committed Loans to be prepaid. 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 the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders Revolving Lenders, in accordance with their respective Pro Rata Shares. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000100,000 or, in each case, if less, the entire principal amount then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Revolving Commitments then in effect, a the Borrower shall immediately prepay its Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iib) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is made conditional on a transaction or financing, in which case the obligation of the Borrower to make such prepayment (and to pay such payment amount) shall be subject to such conditions. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iib) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is made conditional on a transaction or financing, in which case the obligation of the Borrower to make such prepayment (and to pay such payment amount) shall be subject to such conditions. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Committed Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 500,000 in excess thereofthereof 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 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 of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 75911819_12

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such the amount of that Lender’s Pro Rata Share Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesPercentages. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Overall Commitments then in effecteffect minus the Reserve Amount, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Overall Commitments then in effect minus the Reserve Amount.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Committed Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 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 of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon 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 a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Term Loan in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 noon (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; thereof (or, if less, the entire principal amount thereof then outstanding) and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Term Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (ai) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Revolving Credit Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iiB) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (bii) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (iA) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the date of the prepayment, and (iiB) 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 a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cb) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the lesser of (x) the Borrowing Base and (y) the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Revolving Credit Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Loans, the Total Outstandings exceed the lesser of (x) the Borrowing Base and (y) the Aggregate Commitments then in effect. (c) If the Borrower or any Guarantor sells any assets permitted under Section 7.05 and, after giving effect to such sale, the Total Outstandings exceed the Borrowing Base then in effect, the Net Cash Proceeds of such sale shall be applied to the prepayment of the Loans in an amount necessary to eliminate any such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein[Reserved]. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess[Reserved].

Prepayments. (a) Each The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Committed Loansany Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be received by in the Administrative Agent case of prepayment of any Eurodollar Borrowing, 12:00 noon not later less than 11:00 a.m., New York time, three (A3) three Business Days prior to any date such prepayment, (ii) in the case of any prepayment of Eurodollar any Base Rate LoansBorrowing, and (B) not less than one Business Day prior to any the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; such prepayment, and (iii) any prepayment in the case of Base Rate Loans shall be in a principal amount Swingline Borrowings, prior to 12:00 noon on the date of $500,000 or a whole multiple of $100,000 in excess thereofsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans each Borrowing or portion thereof to be prepaid. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given by a Borrowergiven, a Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereondesignated in such notice, together with any additional accrued interest to such date on the amount so prepaid; provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.19. Subject to Section 2.16, each such Each partial prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty Revolving Loan (other than amounts required pursuant to Section 3.05); provided that (ia Swingline Loan) 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 $100,0005,000,000 and in integral multiples of $1,000,000, and each partial prepayment of any Swingline Loan shall be in a minimum amount of $100,000 and integral multiples of $50,000. Each such notice shall specify the date and amount prepayment of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice Borrowing shall be due and payable on applied ratably to the date specified thereinLoans comprising such Borrowing. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower The Borrowers may, upon irrevocable notice (unless the notice is conditioned on a refinancing, a Change of Control or asset sale transaction or other transaction of a similar nature, in which case such notice may be revoked on or prior to such date, in the event such transaction is not consummated on or prior to such date) from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Loans in whole or in part without premium or penaltysubject to the payment of the amounts set forth in Section 2.05(c) below; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 p.m. three (A3) three Business Days prior to any the date of prepayment of Eurodollar Rate Loans, prepayment; and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate the Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be thereof or, in a each case, if less, the entire principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaidthereof then outstanding. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Lead Borrower, a Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (unless the notice is conditioned on a refinancing, a Change of Control or asset sale transaction or other transaction of a similar nature, in which case such notice may be revoked on or prior to such date, in the event such transaction is not consummated on or prior to such date). Any such prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereonon the amount prepaid plus any amount owing pursuant to Section 2.05(c). Each such prepayment shall, together with any additional amounts amount required pursuant to Section 3.05. Subject 2.05(c), be applied ratably (except as set forth on Exhibit H) to the outstanding Loans in accordance with the Applicable Percentages of the Lenders. (b) Except as set forth on Exhibit H, prepayments made pursuant to Section 2.16, each such prepayment 2.05(e) below shall be applied ratably to the outstanding Loans in accordance with the Applicable Percentages of the Lenders. Any prepayments (including voluntary and mandatory) up to $32,500,000 in the aggregate shall be first deemed to be applied to the Committed Loans Callable Portion of the Loan and any additional prepayments in excess of $32,500,000 shall thereafter be deemed to be applied to the Non-Callable Portion of the Loans. (c) Notwithstanding anything herein to the contrary, in the event all or any portion of the Callable Portion of the Loans are prepaid or repaid for any reason (including, without limitation, prepayment or repayment following the Borrower’s exercise of its rights under Section 10.13, an acceleration of the Loans, upon the occurrence of an Event of Default, an early acceleration due to the maturity of the ABL Loans or a Change of Control, but excluding any mandatory prepayments on account of a Prepayment Event described in clause (b) of the definition of Prepayment Event) after the second anniversary but on or prior to the fourth anniversary following the Closing Date, such prepayments or repayments shall be accompanied by a repayment/prepayment fee equal to (i) 3.0% of the aggregate principal amount of the Callable Portion of the Loans so prepaid or repaid if such prepayment or repayment occurs at any time during the period commencing after the second anniversary following the Closing Date and ending on (and including) the third anniversary following the Closing Date and (ii) 1.0% of the aggregate principal amount of the Callable Portion of the Loans so prepaid or repaid if such prepayment or repayment occurs at any time during the period commencing after the third anniversary following the Closing Date and ending on (and including) the fourth anniversary following the Closing Date. Furthermore, notwithstanding anything herein to the contrary, (y) in the event all or any portion of the Callable Portion of the Loans are prepaid or repaid for any reason (including, without limitation, prepayment or repayment following an acceleration of the Loans, upon the occurrence of an Event of Default, an early acceleration due to the maturity of the ABL Loans or a Change of Control) on or prior the second anniversary following the Closing Date, such prepayments or repayments shall be accompanied by the Callable Make Whole Amount and (z) in the event all or any portion of the Non-Callable Portion of the Loans are prepaid or repaid for any reason (including, without limitation, prepayment or repayment following the Borrower’s exercise of its rights under Section 10.13, an acceleration of the Loans, upon the occurrence of an Event of Default, an early acceleration due to the maturity of the ABL Loans or a Change of Control, but excluding any mandatory prepayments on account of a Prepayment Event described in clause (b) of the definition of Prepayment Event) on or prior the fifth anniversary following the Closing Date, such prepayments or repayments shall be accompanied by the Non-Callable Make Whole Amount. The prepayment/repayment fee referred to in the first sentence of this clause (c) and Make-Whole Amount shall be paid by the Borrower to the Administrative Agent (ratably for the account of the Lenders, but in any event subject to Exhibit H) on the date of such prepayment or repayment, and promptly thereafter, the Administrative Agent shall disburse such amount to such Lenders in accordance with their respective Pro Rata SharesApplicable Percentage. The parties hereto acknowledge and agree that, in light of the impracticality and extreme difficulty of ascertaining actual damages, the repayment/prepayment fees referred to in the first sentence of this clause (c) and Make Whole Amounts set forth above are intended to be a reasonable calculation of the actual damages that would be suffered by the Lenders as a result of any such repayment/prepayment. The parties hereto further acknowledge and agree that the repayment/prepayment fees referred to in the first sentence of this clause (c) and the Make Whole Amounts are not intended to act as a penalty or to punish the Borrower for any such repayment/prepayment. (d) [intentionally omitted]. (e) Subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event (plus any amount due pursuant to Section 2.05(c)), as directed by Section 2.05(f) below, (i) on the date the Net Proceeds are received, if such Net Proceeds were received not later than 2:00 p.m. on such date or (ii) one day after the Net Proceeds are received, if such Net Proceeds were received after 2:00 p.m., in either case in the order of priority set forth in Section 2.05(f); provided, however, that, so long as no Event of Default shall have occurred and be continuing, Net Proceeds on account of a Prepayment Event described in clauses (a) and (b) Each Borrower may, upon notice of the definition of Prepayment Event shall not be required to be so applied to the Swing Line Lender extent a Loan Party uses such Net Proceeds to acquire or repair assets consisting of Term Loan Priority Collateral (with a copy to the Administrative Agent)extent such Net Proceeds arose from the Disposition of Term Loan Priority Collateral) within 180 days of the receipt of such Net Proceeds, it being expressly agreed that (A) any such Net Proceeds not reinvested within the initial 180 day period shall be paid to the Lenders and applied to repay the Loans within five Business Days following the expiration of such 180 day period and (B) if at any time or from time to timeduring such period a Cash Dominion Event shall exist, voluntarily prepay Swing Line Loans such Net Proceeds shall be held in whole or in part without premium or penalty the Term Loan Priority Account until such Net Proceeds are used for the purposes permitted hereunder. (other than amounts required f) Prepayments made pursuant to Section 3.05); provided that (i2.05(e) such notice must shall be received by applied to the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepaymentObligations until all Obligations are paid in full, and (ii) any with each such prepayment shall be allocated in a minimum principal amount accordance with the Applicable Percentages of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable each Lender (except as set forth on the date specified thereinExhibit H). (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $200,000 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. 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, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 8:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of Two Million Dollars ($5,000,000 2,000,000) or a whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereofthereof or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Loans shall be in a principal amount of One Million Dollars ($500,000 1,000,000) or a whole multiple of Five Hundred Thousand Dollars ($100,000 500,000) in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein[Reserved]. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. All amounts required to be paid pursuant to this Section 2.05(c) shall be applied to Loans and (after all Loans have been repaid) to Cash Collateralize L/C Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(c) shall be subject to Section 3.05.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Term Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (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 Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its such Committed Loans or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower mayshall have the right, upon notice to the Administrative Agent, at any time or and from time to time voluntarily to prepay Committed Loansany Borrowing, in whole or in part without premium or penalty; part, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate ABR Loans and Swingline Loans); provided, however, that each partial prepayment shall be in an amount that is (i) an integral multiple of $500,000 and not less than $1,000,000, for any ABR Loan or Swingline Loan, or (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof; and (iii) not less than $3,000,000, for 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. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesLoan. (b) Each Borrower may, upon notice to On the Swing Line Lender (with a copy to date of any termination or reduction of the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required Commitments pursuant to Section 3.05); provided that (i) such notice must be received by 1.03, the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date Borrower shall pay or prepay so much of the prepayment, and (ii) any such prepayment Borrowings as shall be necessary in a minimum order that the aggregate principal amount of $100,000. Each the Revolving Loans outstanding will not exceed the aggregate Commitments after giving effect to such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintermination or reduction. (c) If for any reason Each notice of prepayment shall specify the Outstanding Amount prepayment date and the principal amount of the Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.08 shall be subject to Section 2.12 but otherwise without premium or penalty. All prepayments under this Section 2.08 shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. Each prepayment shall be made to the Administrative Agent, to be distributed to the Lenders, pro rata in accordance with the proportion that each Lender’s Loans of the Type prepaid bears to the aggregate amount of all Lenders’ Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to of such excessType outstanding.

Prepayments. (a) Each At any time during the Revolving Period other than a Payment Date, the Borrower maymay prepay, upon notice in accordance with this Section 2.3, all or any portion of the Outstanding Borrowings. Any such prepayment shall be made to the Administrative Agent, at Paying Agent for payment on a pro rata and pari passu basis to the Lenders. The Servicer shall have discretion to determine whether any time or such repayment is paid from time to time voluntarily prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received available Interest Collections and/or Principal Collections. The amount of any prepayment shall include any accrued and unpaid Interest on the amount prepaid and any Breakage Costs related thereto. Any partial prepayment by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior Borrower of Advances pursuant to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans this Section 2.3 shall be in a principal minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; 2,000,000 and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple integral multiples of $100,000 in excess thereofthereof or, in any case if less, the then Outstanding Borrowings. Each Any amount prepaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. (b) Any prepayment shall be in an amount not to exceed the excess, if any, of (i) the aggregate amount in and available from the Collection Account (including the proceeds of any permitted Servicer Advances theretofore made) over (ii) 150% of the aggregate amount necessary on the following Payment Date, in the good faith estimation of the Servicer, to make the required payments under the Priority of Payments (after giving effect to any prepayments under this Section 2.3). (c) In conjunction with any prepayment, the Borrower shall deliver to the Documentation Agent a Borrower Notice substantially in the form of Exhibit A-3 at least two (2) Business Days prior to the date of such notice shall specify repayment (or, in each case, such later time as each Lender, in its sole discretion, may agree), specifying the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall a written statement of the amounts estimated by the Servicer to be in a minimum principal amount necessary to make the required payments under the Priority of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.Payments under

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily voluntarily, prepay Committed Loans, its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 10:30 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility to be prepaid and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a The 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower o Company may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York City time) on the Administrative Agentdate of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time or and from time to time voluntarily prepay Committed Loansprepay, without premium or penalty, any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $100,000 and multiples of $50,000 in excess of that amount. Subject to subsection 2.3C, Company may, upon not less than one Business Day's prior written or telephonic notice, in the case of Base Rate Loans, and three Business Days' prior written or telephonic notice, in the case of LIBO Rate Loans, in each case given to Administrative Agent by 12:00 Noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender), at any time and from time to time prepay, without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Loans on any Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 whole or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be part in a principal an aggregate minimum amount of $500,000 and multiples of $50,000 in excess of that amount; PROVIDED, HOWEVER, that a LIBO Rate Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Company complies with subsection 2.6D with respect to any breakage costs resulting from such prepayment being made on a date prior to the expiration of the applicable Interest Period. Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in subsection 2.4B(iv). o In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to prepay all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender (including without limitation amounts owing to such Lender pursuant to subsection 2.6D and subsection 2.3C) in accordance with subsection 10.6B so long as (1) in the case of the prepayment of the Revolving Loans of any Lender pursuant to this subsection 2.4B(i)(b), the Revolving Loan Commitment of such Lender is terminated concurrently with such prepayment pursuant to subsection 2.4B(ii)(b) (at which time SCHEDULE 2.1 shall be deemed modified to reflect the changed Revolving Loan Commitments), and (2) in the case of the prepayment of the Loans of any Lender, the consents required by subsection 10.6B in connection with the prepayment pursuant to this subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as to such Lender. o VOLUNTARY REDUCTIONS OF LOAN COMMITMENTS. o Company may, upon not less than three Business Days' prior written or a telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Revolving Lender), at any time and from time to time terminate in whole multiple or permanently reduce in part, without premium or penalty, the Revolving Loan Commitments in an amount up to the amount by which the Revolving Loan Commitments exceed the Total Utilization of Revolving Loan Commitments at the time of such proposed termination or reduction; PROVIDED that any such partial reduction shall be in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess thereofof that amount. Each such Company's notice to Administrative Agent shall specify designate the date (which shall be a Business Day) of such termination or reduction and the amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeany partial reduction, and such termination or reduction of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice Revolving Loan Commitments shall be due and payable effective on the date specified thereinin Company's notice and shall reduce the Revolving Loan Commitment of each Revolving Lender proportionately to its Pro Rata Share. Any prepayment o In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of Fixed Period Eurodollar Rate Loans shall be accompanied by the Lenders), to terminate the entire Revolving Loan Commitment of such Lender so long as (1) all accrued interest thereonLoans, together with any additional accrued and unpaid interest, fees and other amounts required owing to such Lender are repaid, including without limitation amounts owing to such Lender pursuant to Section 3.05. Subject subsection 2.6D, pursuant to Section 2.16, each subsection 2.4B(i)(b) concurrently with the effectiveness of such prepayment termination (at which time SCHEDULE 2.1 shall be applied deemed modified to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agentreflect such changed amounts), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii2) any the consents required by subsection 10.6B in connection with the prepayment pursuant to subsection 2.4B(i)(b) shall have been obtained, and at such prepayment time, such Lender shall be in no longer constitute a minimum principal amount "Lender" for purposes of $100,000. Each such notice this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal survive as to such excessLender.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount principal balance of all the Loans and L/C Obligations at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in the case of Base Rate Loans resulting from a Borrowing under Section 2.03(c), such lesser amount as will reduce the aggregate amount of outstanding Base Rate Loans to 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or in an aggregate amount equal to such excess or, if the amount of such excess exceeds the outstanding Loans, shall prepay all outstanding Loans and then Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to such excesscause the Total Outstandings to not exceed the Aggregate Commitments then in effect.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or and from time to time time, voluntarily prepay Committed Revolving Loans, in whole or in part part, without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Revolving Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Revolving 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 Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable on on, the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Revolving Loan shall be accompanied by all accrued accrued, unpaid interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each [Reserved.] (c) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or and from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. p.m., New York time, on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for any reason the aggregate Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each A Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily voluntarily, prepay Committed Loans, its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a Such Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each A Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay its Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the applicable Borrower shall be liable for and shall immediately prepay its Loans or their Loans, as applicable, and/or Cash Collateralize the its or their L/C Obligations Obligations, as applicable, in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c), unless after the prepayment in full of the Loans and Swing Line Loans, the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Each The Borrower may, may upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (Ax) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (By) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (iiB) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; , and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share 's Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages; provided that, in each case first to Base Rate Loans and then to Eurodollar Rate Loans specified in such notice in direct order of Interest Period maturities. (b) Each The Borrower may, may upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (ia) 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 (iib) 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 a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessexcess for so long as such condition shall exist; provided, however, that subject to the provisions of Section 2.03(g)(ii), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment in full of the Loans and Swing Line Loans, the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 5 million or a whole multiple of $1,000,000 1 million 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 thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a The 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c), unless after the prepayment in full of the Loans, the Total Outstandings exceed the Commitments then in effect.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate LoansLoans denominated in Dollars, (B) five Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Pro Rata SharesShares of such Loan. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon 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 a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments Commitment then in effect, a the Borrower shall immediately prepay its Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitment then in effect. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C Obligations denominated in Alternate Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from B&N to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 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 $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share 's Applicable Percentage of such prepayment. If such notice is given by a BorrowerB&N, a Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower B&N may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 3:00 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 a BorrowerB&N, a Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a Borrower the Borrowers shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; and (ii) any prepayment of Fixed Period Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a thereof or, if less, the entire principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) Subject to the last sentence of this subsection (d), in addition to any prepayments of any Loans effected under subsections (a), (b) or (c) above, in the event that the aggregate amount of Post-Reinvestment Net Proceeds from all Applicable Dispositions exceeds $250,000,000, the Borrower shall make, or shall cause each applicable Subsidiary to make, a prepayment of, at the option of the Borrower, the Obligations or any other Indebtedness of the Borrower that is pari passu with the Obligations in an amount equal to one hundred percent (100%) of the lesser of (i) such aggregate Post-Reinvestment Net Proceeds from all such Applicable Dispositions and (ii) the Total Outstandings or such pari passu Indebtedness, as applicable. Any such prepayment to be applied to the Obligations will be made within forty-five (45) days of the date such aggregate Post-Reinvestment Net Proceeds exceed $250,000,000 and upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the Post-Reinvestment Net Proceeds from all such Applicable Dispositions. Notwithstanding any application of this Section 2.05(d) to any Applicable Disposition that is not otherwise permitted under this Agreement, nothing in this Section 2.05(d) shall be deemed to permit any Disposition not expressly permitted under this Agreement or to constitute a waiver or cure of any Default that arises as a result of a Disposition that is not permitted under this Agreement. In the event that at any time the Debt Rating is greater than or equal to BBB- by S&P and greater than or equal to Baa3 by ▇▇▇▇▇’▇, this Section 2.05(d) shall then and at all times thereafter cease to be in effect, regardless of any subsequent change in the Debt Rating. For clarification purposes, the provisions of this Section 2.05(d) are not applicable to a Disposition that is consummated when the Debt Rating is greater than or equal to BBB- by S&P or greater than or equal to Baa3 by ▇▇▇▇▇’▇.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or and from time to time time, voluntarily prepay Committed Revolving Loans, in whole or in part part, without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Revolving Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Revolving 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 Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable on on, the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Revolving Loan shall be accompanied by all accrued accrued, unpaid interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each [Intentionally Blank]. (c) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or and from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. p.m., New York time, on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; , provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such the amount of that Lender’s Pro Rata Share Percentage of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesPercentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); penalty, provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Aggregate Revolving Outstandings at any time exceeds exceed the Aggregate Revolving Commitments then in effect, a Borrower shall immediately prepay its Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess, provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.07(c) unless after the prepayment in full of the Revolving Loans the Aggregate Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. 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 such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Percentages. (d) Upon the sale or issuance by Borrower or any of its Subsidiaries of any of its Equity Interests or any other capital contribution (other than issuances of Equity Interests or capital contributions to another Loan Party), Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (h) and (i) below). (e) Upon the incurrence or issuance by Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted to be incurred or issued pursuant to Section 7.03), Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (h) and (i) below). (f) If Borrower or any of its Subsidiaries Dispose of any property (other than any Disposition of any property permitted by Section 7.05(a) through Section 7.05(e)) which results in the realization by such Person of Net Cash Proceeds in excess of $2,000,000 or which results in the receipt of any proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation awards (and payments in lieu thereof) in each case in excess of $2,000,000, Borrower shall prepay an aggregate principal amount of Loans equal to the entire amount of such Net Cash Proceeds, insurance proceeds or condemnation awards promptly (and in any event within thirty days) after receipt thereof by such Person (such prepayments to be applied as set forth in clauses (h) and (i) below), provided, however, that, with respect to any Net Cash Proceeds, insurance proceeds or condemnation awards realized as described in this Section 2.07(f) at the election of Borrower (as notified by Borrower to the Administrative Agent on or prior to the date of such realization), Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds, insurance proceeds or condemnation awards in operating, restored or replacement assets so long as: (A) no Default shall have occurred and be continuing (other than any Default which is not a default in payment of any of the Obligations and which has not been asserted in writing by the Administrative Agent or the Required Lenders for a period in excess of thirty days); and (B) within 365 days after the receipt of such Net Cash Proceeds, insurance proceeds or condemnation awards (or 450 days to the extent that, upon expiration of such 365-day period, such Net Cash Proceeds are committed (pursuant to binding commitments with third parties) to be used to complete such purchase, replacement or restoration), such purchase, replacement or restoration shall have been consummated (as certified by Borrower in writing to the Administrative Agent); and (C) to the extent that any such Net Cash Proceeds, insurance proceeds or condemnation awards exceed $30,000,000, the Administrative Agent shall be reasonably satisfied that the amount thereof is sufficient to restore or replace the related assets. provided that any Net Cash Proceeds, insurance proceeds or condemnation awards not subject to such definitive agreement or so reinvested shall be immediately applied (at the end of such 365-day or 450-day period, as the case may be, in the case of such election by Borrower) to the prepayment of the Loans as set forth in this Section 2.07(f), (g) Commencing with the Fiscal Year ending December 31, 2007, within five Business Days after financial statements for any Fiscal Year have been delivered pursuant to Section 6.01(a), Borrower shall prepay an aggregate principal amount of Loans equal to 50% of Excess Cash Flow for the Fiscal Year covered by such financial statements, provided that no such prepayment shall be due if, as of the last day of such Fiscal Year, the Senior Debt to EBITDA Ratio as of that date is less than 3.50:1.00. (h) Each prepayment of the Term Loans pursuant to clause (a) hereof shall be applied to the Term Loans in such manner and order as Borrower may direct. Each prepayment of the Loans pursuant to the foregoing clauses (d), (e), (f) or (g) of this Section 2.07 shall be applied: (1) first, ratably to the Term Loans, Delay Draw Term B Loans and Incremental Term Loans, and as to each such facility to installments due thereunder in inverse order of maturity; and (2) second, to the Outstanding Amounts under the Aggregate Revolving Commitments in the manner set forth in clause (i) of this Section 2.07.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 5 million or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share 's Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Applicable Percentages. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) . If for any reason the Outstanding Amount of all Loans and L/C Obligations Administrative Agent notifies the Borrower at any time exceeds that the Total Outstandings at any such time exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that subject to the provisions of Section 2.03(g)(ii), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily voluntarily, prepay Committed Loans, its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a The 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed principal repayment installments of the Loans of the Lenders in inverse order of maturity, and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower The Company may, upon written notice or telephonic notice confirmed in writing to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such written or telephonic notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 9:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereofthereof or, in each of clause (ii) and (iii) above, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaidprepaid and, if Eurodollar Rate Loans are to be repaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender (by telecopy, telex, other electronic means or telephone) of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrowerthe Company, a Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.13, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a Borrower then the Company shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each A Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 5 million or a whole multiple of $1,000,000 1 million 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 thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a Such Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each A Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay its Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the applicable Borrower shall be liable for, and shall immediately prepay its Loans or their Loans, as applicable, and/or Cash Collateralize the its or their L/C Obligations Obligations, as applicable, in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c), unless after the prepayment in full of the Loans, the Total Outstandings exceed the Commitments then in effect.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2 million or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is made conditional on a transaction or financing, in which case the obligation of the Borrower to make such prepayment (and to pay such payment amount) shall be subject to such conditions. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m.12:00 noon, New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate LoansLoans denominated in Dollars, and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans in Dollars of the Lenders in accordance with their respective Pro Rata Shares. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 12:00 noon, New York time, on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,0001,000,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations Obligations, as it shall select, in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than (x) in the case of prepayment of (1) a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, (A) three Business Days prior to any before the date of prepayment of Eurodollar Rate Loansor (2) an RFR Borrowing, and (B) one not later than 11:00 a.m., New York City time, five Business Day prior to any Days before the date of prepayment or (y) in the case of prepayment of a Base Rate LoansBorrowing, not later than 11:00 a.m., New York City time, on the date of prepayment; (ii) any prepayment of Fixed Period Eurodollar Rate Term Benchmark 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 or RFR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereofthereof 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 Term Benchmark Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrowerthe Company, a 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 Fixed Period Eurodollar Rate Loans a Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Subject to any requirement to apply such Net Cash Proceeds to reduce the Bridge Commitments or the outstanding Bridge Loans pursuant to the Bridge Commitment Letter or the definitive documentation in respect thereof, no later than three Business Days after receipt of the proceeds thereof, the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Debt Incurrence after the Effective Date; provided that up to an aggregate amount of $750,000,000 of the Net Cash Proceeds from any such Debt Incurrence may, upon notice at the Borrower’s election, be exempted from the requirement to prepay the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05this clause (b); provided further that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. if, on the date of the such prepayment, and (ii) any Three-Year Term Loans are outstanding under the Three-Year Term Loan Credit Agreement, then the amount of such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify allocated ratably to the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessoutstanding Three-Year Term Loans.

Prepayments. (a) Each The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Term Loan in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding). Subject to Section 2.11, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a 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 Each such voluntary prepayment of Fixed Period the Term Loan shall be applied in the manner as directed by the Borrower to the remaining principal amortization payments of the Term Loan. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.03 shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to on the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on principal amount prepaid through 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 a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a minimum 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 minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 8:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of Two Million Dollars ($5,000,000 2,000,000) or a whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereofthereof or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Loans shall be in a principal amount of One Million Dollars ($500,000 1,000,000) or a whole multiple of Five Hundred Thousand Dollars ($100,000 500,000) in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Committed Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 500,000 in excess thereofthereof 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 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 of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Each Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share pro rata share of such prepayment. If such notice is given by a any Borrower, a such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Sharespro rata shares of such prepayment. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (including currency fluctuations) the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed 100% of the Aggregate Commitments then in effect, a Borrower the Borrowers shall immediately (or within two Business Days after notice thereof from the Administrative Agent if such excess is caused by currency fluctuations), first, prepay its Loans and/or and, second, Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that no Borrower shall be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from the Borrower Agent to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans under the Revolving Credit Facility in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a thereof or the entire principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable share of such prepayment. If such notice is given by a Borrowerthe Borrower Agent, a any 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 Fixed Period Eurodollar a Eurocurrency Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.054.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the applicable Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower The Borrowers may, upon notice by the Borrower Agent to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrowergiven, a the Borrower Agent shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Revolving Credit Commitments then in effect, a Borrower the Borrowers shall immediately prepay its Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Loans and Swing Line Loans, the Total Outstandings exceed the Aggregate Commitments then in effect. (d) In addition to any optional payments of principal of the Revolving Loans effected under subsection (a) above, if a Dominion Trigger Period then exists, no later than 30 calendar days following the receipt of any Net Cash Proceeds from any Disposition of Collateral permitted by Section 8.05(g), the Borrower Agent shall deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds and the Borrowers shall make, or shall cause the Borrower Agent to make, a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds. (e) Any prepayment of a Eurocurrency Rate Loan under this Section 2.06 shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4.05. Each prepayment under this Section 2.06 shall be applied to the Loans of the applicable Lenders in accordance with their Pro Rata Shares.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (Ai) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iib) any prepayment of Fixed Period Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Tranche to be prepaid, and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period Eurodollar Rate Loans a Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.055.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans under the applicable Tranche outstanding at the direction of the Lenders Borrower and will be applied to the outstanding Loans under such Tranche of each Lender in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount Shares of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinTranche. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., a.m. (New York time, ) (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iib) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is made conditional on a transaction or financing, in which case the obligation of the Borrower to make such prepayment (and to pay such payment amount) shall be subject to such conditions. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than (x) in the case of prepayment of (1) a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, (A) three Business Days prior to any before the date of prepayment of Eurodollar Rate Loansor (2) an RFR Borrowing, and (B) one not later than 11:00 a.m., New York City time, five Business Day prior to any Days before the date of prepayment or (y) in the case of prepayment of a Base Rate LoansBorrowing, not later than 11:00 a.m., New York City time, on the date of prepayment; (ii) any prepayment of Fixed Period Eurodollar Rate Term Benchmark 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 or RFR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereofthereof 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 Term Benchmark Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrowerthe Company, a 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 Fixed Period Eurodollar Rate Loans a Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Subject to any requirement to apply such Net Cash Proceeds to reduce the Bridge Commitments or the outstanding Bridge Loans pursuant to the Bridge Commitment Letter or the definitive documentation in respect thereof, no later than three Business Days after receipt of the proceeds thereof, the Borrower shall prepay the Loans in an amount equal to 100% of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Debt Incurrence after the Effective Date; provided that up to an aggregate amount of $750,000,000 of the Net Cash Proceeds from any such Debt Incurrence may, upon notice at the Borrower’s election, be exempted from the requirement to prepay the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05this clause (b); provided further that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. if, on the date of the such prepayment, and (ii) any 364-Day Term Loans are outstanding under the 364-Day Term Loan Credit Agreement, then the amount of such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify allocated ratably to the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessoutstanding 364-Day Term Loans.

Prepayments. (a) Each Except as otherwise provided in subsection (b) below and subject to Section 3.05, the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 50,000 in excess thereofthereof 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 (including any prepayment premium to be paid pursuant to the immediately following subsection (b)) and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such prepayment payable to such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05‎0. Subject to Section 2.16‎0, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each During the periods set forth below, the Borrower maymay only prepay Loans, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty part, at the prices (other than amounts required pursuant expressed as percentages of the principal amount of the Loans to Section 3.05); provided that (ibe prepaid) such notice must be received by the Swing Line Lender set forth below, plus accrued and the Administrative Agent not later than 1:00 p.m. on unpaid interest, if any, to the date of prepayment: Closing Date to and including the prepayment, first anniversary thereof 102% After the first anniversary of the Closing Date to and (ii) any such prepayment shall be in a minimum principal amount including the second anniversary of $100,000. Each such notice shall specify the date and amount Closing Date 101% After the second anniversary of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.Closing Date 100% (c) If for The Borrower and the Lenders acknowledge and agree that the amounts payable by the Borrower in connection with the prepayment of the Loans as provided in subsection (b) above, are a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from the prepayment of the Loans. For the avoidance of doubt, the prepayment premiums set forth in this Section shall be in addition to, and not in lieu of, any reason the Outstanding Amount of all Loans prepayment premiums required in connection with any prepayments made under and L/C Obligations at pursuant to any time exceeds the Aggregate Commitments Master Agreement then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (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 Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05); provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such the amount of that Lender’s Pro Rata Share Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesPercentages. (b) Each The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount of all Loans and L/C Obligations under the Revolving Commitments at any time exceeds exceed the Aggregate Revolving Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Loans the Outstanding Amount under the Revolving Commitments exceed the Revolving Commitments then in effect.