Common use of Prepayments Clause in Contracts

Prepayments. The Company may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (based on such Lender’s Pro Rata Share). If such notice is given by the Company, the Company 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans Committed 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. (A) two three Business Days prior [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of (A) in the case of Euro, €400,000 or a whole multiple of €100,000 in excess thereof, (B) in the case of Sterling, £250,000 or a whole multiple of £100,000 in excess thereof and (C) in the case of Canadian Dollar, CAD500,000 or a whole multiple of CAD100,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall be irrevocable and specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not be consummated or shall otherwise be delayed. (b) If the Administrative Agent notifies the Borrower at any time that a Borrowing Base Deficiency exists at such time, then the Borrower shall (i) give notice to the Administrative Agent and Lenders of its intent to cure any Borrowing Base Deficiency by 3:00 p.m. on the Business Day following the date on which the Borrowing Base Deficiency notice was delivered (unless Borrower has actually cured such Borrowing Base Deficiency by such time) and (ii) cure any Borrowing Base Deficiency by 3:00 p.m. on the fourth Business Day following the date on which a Borrowing Base Deficiency notice was delivered by either (A) repaying outstanding Loans or transferring additional Eligible Collateral Assets, Cash or Cash Equivalents to the Collateral Account so that the Borrowing Base will thereupon equal or exceed the Total Outstandings or (B) delivering to the Administrative Agent a written report showing a projected cure of any BorrowingBase Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets, which report shall (1) be reasonably satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and reasonably account for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets only if such sales are to Approved Dealers and Borrower reasonably expects such sales to be settled within 30 days of the Borrower’s commitment to such sale. (c) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Credit Extension denominated in any Alternative Currency at such time exceeds (x) 105% of the Alternative Currency Sublimit then in effect as of the last day of any fiscal quarter or (y) 108% of the Alternative Currency Sublimit then in effect at any time, then, within two Business [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION Days after receipt of such notice, the Borrower shall prepay Loans denominated in any Alternative Currency in an aggregate amount equal to the lesser of (i) an amount sufficient to reduce such Outstanding Amount denominated in Alternative Currencies as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect or (ii) the amount of Loans denominated in Alternative Currencies. (d) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings exceeds the Aggregate Commitments, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient to reduce the Total Outstandings as of such date of payment to an amount not to exceed the Aggregate Commitments. (e) Any prepayment of any Loan shall be accompanied by all accrued interest on and unpaid interest, amounts owing under Section 2.06 in respect of the amount prepaid, together with, prepaid and in the case of any Term SOFR Loan, Eurocurrency Rate Loan any additional amounts required pursuant to Section 3.05.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative AgentAgents, at any time or from time to time time, voluntarily prepay the Committed Loans and the Term Loans of any Class 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 Agents and be received by the Administrative Agent Agents not later than 11:00 a.m. 1:00 p.m. (Ax) two three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (B) on the date of prepayment of Base LIBOR Rate Loans, Loans and (Cy) one (1) Business Day prior to any date of prepayment of SOFR Daily Floating Base Rate Loans or Canadian Prime Rate Loans; (iiB) any such prepayment of Term SOFR Loans or SOFR Daily Floating LIBOR Rate Loans shall be in a principal amount of $5,000,000 the U.S. Dollar Equivalent of U.S.$5,000,000 or a whole multiple of $1,000,000 the U.S. Dollar Equivalent of U.S.$1,000,000 in excess thereof; (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 U.S.$1,000,000 or a whole multiple of $100,000 U.S.$500,000 in excess thereof; and (D) any prepayment of Canadian Prime Rate Loans shall be in a principal amount of C$1,000,000 or a whole multiple of C$500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify (w) the date and amount and currency of such prepayment and prepayment, (x) whether the Loan to be prepaid is a Term Loan or a Committed Loan (or other Borrowing, if applicable), (y) the Type(s) of Loans to be prepaid and, and (z) if Term SOFR LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent Agents will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Pro Rata ShareApplicable Percentage). If such notice is given by the Companygiven, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or debt incurrences, in which case such notice may be revoked by the Borrower (by notice to the Agents on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.19, each such prepayment of the Term Loan shall be applied to the Term Loan and shall be paid to the Lenders in accordance with their respective Applicable Percentages of the Term Loan. Subject to Section 2.19, each such prepayment of the Committed Loan of any Class shall be applied to the Committed Loans outstanding in such Class on a pro rata basis among the applicable Lenders of such Class in accordance with their Applicable Percentages of the Committed Loans of such Class. The Borrower shall not be permitted to prepay any Bankers’ Acceptance or BA Equivalent Notes at any time; provided that the Borrower may Cash Collateralize any Bankers’ Acceptance or BA Equivalent Notes by depositing the full face amount of such Bankers’ Acceptance and/or BA Equivalent Notes for application to such Bankers’ Acceptance or BA Equivalent Notes, as the case may be, on the applicable Contract Maturity Date. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Agents), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Agents 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 U.S.$100,000 in the case of U.S. Dollar Swing Line Loans (or such lesser amount as approved by the Swing Line Lender) and C$100,000 in the case of Canadian Dollar Swing Line Loans (or such lesser amount as approved by the Swing Line Lender). Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings (or any Class thereof) at any time exceed the Aggregate Commitments (or any Class thereof) then in effect (or 105% of the Aggregate Commitments (or any Class thereof) then in effect solely to the extent due to currency fluctuation), the Borrower shall promptly (and, in any event, within three (3) Business Days after receipt by the Borrower of written notice detailing such excess) prepay Committed Loans, Cash Collateralize Bankers’ Acceptances and BA Equivalent Notes and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to (i) such excess, to the extent Committed Loans are being prepaid, or (ii) the Minimum Collateral Amount with respect to such excess, to the extent L/C Obligations are being Cash Collateralized, or (iii) the aggregate Face Amount thereof with respect to such excess, to the extent Bankers’ Acceptances and BA Equivalent Notes are being Cash Collateralized; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations, Bankers’ Acceptances or BA Equivalent Notes pursuant to this clause (c) unless after the prepayment in full of the Loans, the Total Revolving Outstandings exceed the Aggregate Commitments then in effect; provided further, however, that if it is determined on any subsequent day that any such prepaid or Cash Collateralized amount exceeds the amount of such excess, the Borrower may withdraw (by written notice to the Agents) the amount by which such excess has been reduced. The Agents 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 further exchange rate fluctuations. No Default or Event of Default shall arise hereunder or under any other Loan Document as a result of currency fluctuations so long as the Borrower timely complies with the prepayment and Cash Collateral requirements set forth in this Section 2.06.

Prepayments. (a) The Company Borrower may, upon notice from the Company Borrower to the Lead 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 in a form reasonably acceptable to the Administrative Agent and be received by the Lead Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate LoansCommitted Loans or in each case, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loanssuch later time as the Lead Administrative Agent may agree in its reasonable discretion; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. 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 SOFR Loans and/or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Lead 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably 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 be conditioned on the occurrence or non-occurrence of any event; provided further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to make such prepayment. Any prepayment of any a Term SOFR Loan and/or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Lead Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Lead Administrative Agent not later than 1:00 p.m. on the date of the prepayment or such later time as the Swing Line Lender and the Lead Administrative Agent may agree in their reasonable discretion, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided, that such notice may be conditioned on the occurrence or non-occurrence of any event. (c) If the Lead Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations 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 Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(a)(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. The Lead 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 further exchange rate fluctuations.

Prepayments. The Company (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 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. 1:00 p.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) on four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Base Rate any Alternative Currency Loans, and (C) one Business Day prior to any the date of prepayment of SOFR Daily Floating Rate Loans, and (D) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Loans, SOFR Daily Floating Rate Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Company and/or one or more Designated Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans and Term Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that (i) any such notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days prior to any date of prepayment of Alternative Currency Term Rate Loans and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Alternative Currency Term Rate Loans shall be in a principal amount of the Dollar Equivalent 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 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Pro Rata ShareApplicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as the Borrowers may direct. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total (USD) Outstandings exceed an amount equal to the Aggregate (USD) Commitments then in effect, the Borrowers 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 the Aggregate (USD) Commitments then in effect. Notwithstanding the foregoing, Cash Collateralization shall not cure or eliminate the Company’s obligation to prepay Loans in an amount necessary such that Total (USD) Outstandings would not exceed the Aggregate (USD) Commitments. (d) If for any reason the Outstanding Amount of all Committed (MC) Loans at any time exceeds the Aggregate (MC) Commitments at such time, the Borrowers shall prepay Committed (MC) Loans in an aggregate amount equal to such excess.

Prepayments. The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time time, voluntarily prepay any Loans of any Class in whole or in part without premium or penaltypenalty pursuant to this Section 2.06; 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. (A) two three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Term SOFR LoansLoans and, (B) on the date of prepayment of Base Rate Loans, Daily SOFR Loans and (C) one Business Day prior to any on the date of prepayment of SOFR Daily Floating Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Daily SOFR Daily Floating 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 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Loans to be prepaid and, if Term SOFR 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 (based on such Lender’s Pro Rata Shareof the applicable Class(es). If such notice is given by the Company, the Company 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (B) three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent 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 thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company 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 any a Term SOFR Loan or Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) unless otherwise agreed by the Swing Line Lender, such notice must be received by the Swing Line Lender and the Administrative Agent not later than 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 the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; provided, however, that, subject to the provisions of Section 2.14(a), 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. 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. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative 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) The Company Borrower may, upon notice from the Company delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty (subject to the last sentence hereof); 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. (A) two three (3) Business Days prior to any date of prepayment of Term SOFR BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating BSBY Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each casecase of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender Each prepayment of its receipt the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment relevant Facilities. (based on such Lender’s Pro Rata Share). b) If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. . (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.052.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. The Company (a) A Borrower may, upon notice from the Company delivery of a Notice of Loan Prepayment, to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed 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. 12:00 noon, (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four (4) Business Days (or five, 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 Loans, and (C) one Business Day prior to any date of prepayment of Committed Loans or Term SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or Term SOFR Daily Floating 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; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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; provided, that, such notice may state that it is conditioned upon the effectiveness of other credit facilities or consummation of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent at least one (1) Business Day prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the applicable Committed Loans of the applicable Lenders in accordance with their respective Pro Rata Shares. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent, if such Administrative Agent is not the same entity as the Swing Line Lender), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 (or, if less, the aggregate principal amount of Swing Line Loans then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Outstandings at such time exceed an amount equal to the Aggregate Revolving Commitments then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Aggregate Revolving Commitments then in effect; provided, however, that, subject to the provisions of Section 2.15, 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 Loans the Total Revolving Outstandings exceed the Aggregate Revolving 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, in reasonable amount, be provided in order to protect against the results of further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay such Loans in an aggregate amount sufficient to reduce such Outstanding Amount of Revolving Loans as of such date of payment to an amount not to exceed the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (noon) (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 US$25,000,000 or a whole multiple of $1,000,000 US$5,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of US$25,000,000 or a whole multiple of US$5,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 US$5,000,000 or a whole multiple of $100,000 US$1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (ivv) any such notice may be conditioned upon on the effectiveness of other Indebtedness financing arrangements or the occurrence of one or more other transactions or eventstransactions. 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 SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Company, the Company shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, 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 Applicable Percentages. (b) If the Administrative Agent notifies the Company at any time that the Total Outstandings, less Cash Collateral, at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess over the Aggregate Commitment; provided, however, that, subject to the provisions of Section 2.15(a), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. The Company (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 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 be signed by a Responsible Officer, and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) three Business Days (or four, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of 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 thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid prepaid, and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. , and any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the (b) 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; provided that (i) such notice must be received by the applicable Swing Line Lender and the Administrative Agent will promptly notify each Lender not later than 1:00 p.m. Eastern time (in the case of its receipt Dollar-denominated Swing Line Loans) or 11:00 a.m. London time (in the case of each such noticeEuro- denominated Swing Line Loans) on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000/€100,000. Each such notice shall specify the date and amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companyapplicable Borrower, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment . (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed an amount equal to 105% of any Loan the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Committed Loans and/or the Company shall Cash Collateralize the L/C Obligations 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 Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.16(a), the Company shall not be accompanied by all accrued interest on required to Cash Collateralize the amount prepaid, together with, in the case of any Term SOFR Loan, any additional amounts required L/C Obligations pursuant to this Section 3.052.05(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) The Company Borrower may, upon notice from the Company to the Administrative AgentAgent (with a copy to the Collateral Administrator), at any time or from time to time voluntarily prepay 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. 12:00 noon (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) on the date of prepayment of Base Rate Loans, and (Cx) one Business Day prior to any date of prepayment of Daily SOFR Daily Floating Loans denominated in Dollars, (y) two Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans and (z) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term Daily SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 500,000 or a whole multiple of the Dollar Equivalent of $1,000,000 100,000 in excess thereof; thereof (other than any such prepayment which is funded solely with proceeds from the repayment of a Revolving Asset) 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 (other than any such prepayment which is funded solely with proceeds from the repayment of a Revolving Asset) or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall be irrevocable and specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company 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 Subject to Section 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Loans, which refinancing will not be consummated or will otherwise be delayed. (b) If the Administrative Agent notifies the Borrower at any time that: (i) a Borrowing Base Deficiency exists at such time, then the Borrower shall (i) give notice to the Administrative Agent and Lenders (with a copy to the Collateral Administrator) of its intent to cure any Borrowing Base Deficiency by 3:00 p.m. on the Business Day following the delivery of notice via electronic mail or facsimile to the Borrower of the Borrowing Base Deficiency (unless Borrower has actually cured such Borrowing Base Deficiency by such time) and (ii) either (A) cure any Borrowing Base Deficiency by 3:00 p.m. on the second Business Day following the delivery of such notice by repaying outstanding Loans, selling Collateral Assets and depositing the proceeds of such sale into the Collection Account or Unfunded Exposure Account, as applicable, or transferring additional Eligible Collateral Assets, Cash or Cash Equivalents to the Collection Account so that the Borrowing Base Deficiency Amount will be reduced to zero or (B)(I) deliver to the Administrative Agent by 3:00 p.m. on the second (2nd) Business Day following the delivery of such notice a written report showing a projected cure of any Loan Borrowing Base Deficiency based on (x) actions described in clause (A), if any, (y) delivery of an Equity Cure Notice, and (z) pending purchases and sales of Collateral Assets, which report shall (1) be reasonably satisfactory to the Administrative Agent, (2) give effect to all committed purchases of Collateral Assets and other financial assets by the Borrower and account in a manner satisfactory to the Administrative Agent for any change in the market value of any such Collateral Asset and (3) give effect to sales of Collateral Assets (including sales committed to on the date of such report) only if such sales are to Approved Dealers and Borrower reasonably expects such sales to be settled within 30 days of the Borrower’s commitment to such sale and (II) cure such Borrowing Base Deficiency by such date as specified in such report and agreed to by the Administrative Agent; or (ii) if the Administrative Agent notifies the Borrower at any time that an Alternate Currency Par Balance Shortfall exists, the Borrower shall convert Loans in such Eligible Currency to any other Eligible Currency (provided that, after giving effect to such conversion no Borrowing Base Deficiency would exist and the Loans in any such Eligible Currency other than USD would not exceed the applicable Currency Par Balance) in an amount necessary to cause the outstanding amount of the Loans in such Eligible Currency (for the avoidance of doubt, other than USD) to be less than or equal to the applicable Currency Par Balance by notice to the Administrative Agent, the Lenders, the Collateral Administrator and the Collateral Custodian by 3:00 p.m. on the third Business Day following the delivery of notice via electronic mail or facsimile to the Borrower of such excess (unless Borrower has actually eliminated such excess by such time), which conversion shall be accompanied by all deemed to be a repayment of the Loans in such Eligible Currency and a Loan in such other Eligible Currency notwithstanding anything to the contrary herein (including, without limitation, the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 4.02); provided that, if the Borrower fails to provide such notice prior to the deadline specified herein, the Administrative Agent may convert Loans in such Eligible Currency in accordance with this Section 2.03(b)(ii). (c) All accrued interest on the amount prepaidand unpaid interest, together withamounts owing under Section 2.06 and, in the case of any Term Daily SOFR Loan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05, in respect of any amount of any Loan prepaid hereunder shall be due and payable on the next succeeding Payment Date following the first Determination Date to occur on or after the date of such prepayment.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Incremental Term 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. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating 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 thereof or, in each case, if less, the entire principal amount thereof then outstanding; outstanding (or in the case of each of clauses (ii) and (iv) any iii), such notice other amount as may be conditioned upon provided in the effectiveness of other Indebtedness or the occurrence of one or more other transactions or eventsapplicable Incremental Term Loan Agreement). Each such notice shall specify (x) the date and amount of such prepayment prepayment, (y) whether such Loans are Committed Loans or Incremental Term Loans, and, if Incremental Term Loans, the applicable Series and (z) the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender or Incremental Term Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all or any part of the outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any Loan Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each such prepayment (1) of Committed Loans shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Pro Rata Shares and (2) of Incremental Term Loans shall be applied to Incremental Term Loans in such Series in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that 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 Committed Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans under the Revolving Credit Facility or either Term Loan 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. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Revolving Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Revolving Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Revolving Loans denominated in Alternative Currencies shall be in a minimum principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans under any such credit facility shall be in a principal amount of $500,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment, the credit facility to which the prepayment is to be applied, and the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Prepayments of the Term Loans shall be applied pro rata to remaining installments of the scheduled amortization of the applicable Term Loan. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable share of such prepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Sharepayment). If such notice is given by the CompanyBorrower, the Company 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 any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.054.05. Each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their Pro Rata Revolving Shares, Pro Rata Term A Shares or Pro Rata Term B Shares, as applicable. (b) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C - BA Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C - BA Obligations pursuant to this Section 2.06(b) unless after the prepayment in full of the Revolving Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Credit Commitments then in effect. (c) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Revolving Loans denominated in Alternative 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 Revolving Loans (or, if necessary, Cash Collateralize Letters of Credit) 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. (d) In addition to any required payments of principal of the Term Loans and any optional payments of principal of the Term Loans and the Revolving Loans effected under subsection (a) above, the Borrower shall make the following required prepayments, each such payment to be made to the Administrative Agent for the benefit of the applicable Lenders, within the time period specified below: (i) No later than 30 calendar days following the receipt of any Net Cash Proceeds from any Disposition permitted by Section 8.05(e), the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Cash Proceeds and the Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to one hundred percent (100%) of such Net Cash Proceeds received after the Amendment Date that exceed $25,000,000 (whether in one or a series of related transactions); provided that no mandatory prepayment on account of any such Net Cash Proceeds up to an aggregate amount of $25,000,000 at any time shall be required under this Section 2.06(d)(i) if the Borrower informs the Administrative Agent no later than 30 days following the receipt of such Net Cash Proceeds of its or its Restricted Subsidiary’s good faith intention to apply such Net Cash Proceeds to the acquisition of other assets or property consistent with the Core Business (including by way of merger or investment) within twelve months following the receipt of such Net Cash Proceeds, with the amount of such Net Cash Proceeds unused after such twelve-month period being required to be applied to such prepayment on the last day of such twelve-month period; provided further that, despite the application of this Section 2.06(d)(i) only to Dispositions that are permitted under Section 8.05(e) of this Agreement, nothing in this Section 2.06(d)(i) shall be deemed to permit any Disposition not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of any Disposition that is not permitted under this Agreement. (ii) The Borrower shall make, or shall cause each applicable Restricted Subsidiary to make, a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received after the Amendment Date from each private or public issuance of Indebtedness of the Borrower or any Restricted Subsidiary permitted by Sections 8.03(l) and 8.03(o) (other than Permitted Subordinated Debt and Second Lien Obligations, as applicable, that are refinanced, refunded, renewed or extended as permitted under this Agreement) and 8.03(n) if at the time of issuing such Indebtedness the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d), as applicable) is greater than 3.50 to 1.00. Each prepayment of the Term Loans required to be made pursuant to this Section 2.06(d)(ii) shall be made within ten (10) Business Days of receipt of such Net Cash Proceeds 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 Net Cash Proceeds of such issuance; provided that despite the application of this Section 2.06(d)(ii) only to issuances of Indebtedness that are permitted under Sections 8.03(l), (n) or (o), nothing in this Section 2.06(d)(ii) shall be deemed to permit any Indebtedness not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the incurrence of Indebtedness that is not permitted under this Agreement. (iii) The Borrower shall make, or shall cause each applicable Restricted Subsidiary to make a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to fifty percent (50%) of the Net Cash Proceeds received after the Amendment Date from any Person other than the Borrower or any Subsidiary of the Borrower from each private or public issuance of Equity Interests of the Borrower or any Restricted Subsidiary if at the time of issuing such Equity Interests the Consolidated Leverage Ratio (calculated on a pro forma basis in accordance with Sections 1.04(c) and (d), as applicable) is greater than 3.50 to 1.00. Each prepayment of the Term Loans required to be made pursuant to this Section 2.06(d)(iii) will be made within ten (10) Business Days of receipt of such Net Cash Proceeds 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 Net Cash Proceeds of such issuance. Notwithstanding the application of this Section 2.06(d)(iii) to any issuance of Equity Interests, nothing in this Section 2.06(d)(iii) shall be deemed to permit any issuance of Equity Interests of the Borrower or any Restricted Subsidiary not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the issuance of any such Equity Interest that is not permitted under this Agreement. (iv) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), the Borrower shall make a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to the Required ECF Prepayment Percentage (defined below) of Excess Cash Flow for the fiscal year covered by such financial statements and measured as of the end of each such fiscal year (commencing with the fiscal year of the Borrower ending September 30, 2010); provided that for the fiscal year of the Borrower ending September 30, 2009, the Borrower shall make a prepayment to the Administrative Agent, for the benefit of the applicable Lenders, of the Outstanding Amount of the Term Loans in an amount equal to fifty percent (50%) of Excess Cash Flow that exceeds $5,000,000 for such fiscal year. For purposes of this Section 2.06(d)(iv), the term “Required ECF Prepayment Percentage” means (A) eighty-five percent (85%), provided that such prepayment shall only be required to be made at the eighty-five percent (85%) level to the extent that the amount of Consolidated Senior Secured First Lien Indebtedness, as reduced by giving effect to such prepayment at the eighty-five percent (85%) level, would result in a Consolidated Senior Secured First Lien Leverage Ratio greater than to 3.00 to 1.00, (B) seventy-five percent (75%), provided that such prepayment shall only be required to be made at the seventy-five percent (75%) level to the extent that the amount of Consolidated Senior Secured First Lien Indebtedness, as reduced by giving effect to such prepayment at the seventy-five percent (75%) level, would result in a Consolidated Senior Secured First Lien Leverage Ratio greater than to 2.00 to 1.00 but less than or equal to 3.00 to 1.00, and (C) fifty-percent (50%), provided that such prepayment shall only be required to be made at the fifty-percent (50%) level to the extent that the amount of Consolidated Senior Secured First Lien Indebtedness, as reduced by giving effect to such prepayment at the fifty-percent (50%) level, would result in a Consolidated Senior Secured First Lien Leverage Ratio less than or equal to 2.00 to 1.00.

Prepayments. The (a) Subject to Section 5.06(a), the Company may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such at least four --------------- Business Days' prior notice must be in a form reasonably acceptable to the Administrative Agent and be received by Agent, in the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date case of a prepayment of Term SOFR Loans, (B) on the date of prepayment of Base Offshore Rate Loans, and (Cii) at least one Business Day Day's prior notice to any the Agent, in the case of a prepayment of Reference Rate Loans, stating the proposed date and aggregate principal amount of the prepayment and the Applicable Currency, prepay, ratably among the Lenders in accordance with their Commitment Percentages, the outstanding principal amount of the Committed Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid. (b) Each partial prepayment of SOFR Daily Floating Rate Loans; Committed Loans shall be, (iii) any prepayment in the case of Term SOFR Loans or SOFR Daily Floating Offshore Rate Loans shall be denominated in a Dollars, in the aggregate principal amount of $5,000,000 20,000,000 or a whole an integral multiple of $1,000,000 10,000,000 in excess thereof, (ii) in the case of Offshore Currency Loans, in the aggregate principal amount of the lesser of (A) the Equivalent Amount of $20,000,000 and (B) 20,000,000 units of Offshore Currency, and (C) in the case of Reference Rate Loans, in the aggregate principal amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof; (iii) provided, however, that, if the aggregate amount of Offshore Rate Loans -------- ------- comprised in the same Committed Borrowing would be reduced as a result of any voluntary prepayment of Base to an amount less than $20,000,000, such Offshore Rate Loans shall automatically Convert into Reference Rate Loans on the last day of the then current Interest Period (for purposes of which any Offshore Currency Loans shall first be redenominated into Loans denominated in Dollars). (c) Bid Loans may not be prepaid. (d) If a principal amount notice of $500,000 or a whole multiple of $100,000 in excess thereof orprepayment is given, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify be irrevocable and the principal amount stated in such notice, together with accrued interest thereon and any amount payable pursuant to Section 5.06(a), shall be due and --------------- payable on the date and amount of specified in such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loansnotice. The Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, any notice of prepayment under this Section 2.08. ------------ (e) If for any reason the aggregate principal Equivalent Amount in Dollars of all Loans and of L/C Obligations at any time exceeds the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by the CompanyAggregate Commitments then in effect, the Company shall irrevocably make immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05excess.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. A.M. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (BChicago time) on the date of prepayment in the case of Base Rate ABR Loans and at least three (3) Business Days' prior notice to the Agent in the case of LIBOR Loans, and prepay (Cincluding, without limitation, all amounts payable pursuant to the terms of Section 2.17 hereof) one Business Day prior the Notes in whole or in part with accrued interest to any the date of such prepayment of SOFR Daily Floating Rate Loans; on the amount prepaid, provided that (ii1) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans each partial payment shall be in a principal amount of not less than One Million Dollars ($5,000,000 or 1,000,000) in the case of a whole multiple LIBOR Loan and Two Hundred Fifty Thousand Dollars ($250,000) in the case of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingan ABR Loan; and (iv2) any such notice LIBOR Loans may be conditioned upon prepaid only on the effectiveness last day of the Interest Period for such Loans; provided, however, that such prepayment of LIBOR Loans may be made on any other Indebtedness or Business Day if the occurrence of one or more other transactions or events. Each such notice shall specify Borrower pays at the date and amount time of such prepayment and the Type(s) all amounts due pursuant to Section 2.17 hereof. Upon receipt of Loans to be prepaid and, if Term SOFR Loans are to be prepaidany such prepayments, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of thereafter cause to be distributed the amount of such Lender’s Pro Rata applicable Ratable Share of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by to each Bank for the Companyaccount of its applicable Lending Office, the Company shall irrevocably make such prepayment and the payment amount specified in such notice except that prepayments of Swing Line Loans shall be due made solely to the Swing Line Bank. (b) The Borrower shall immediately upon a Change in Control prepay the Notes in full and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on to the amount prepaiddate of such prepayment, together with, and in the case of any Term SOFR Loan, any additional LIBOR Loans all amounts required due pursuant to Section 3.052.17 hereof.

Prepayments. (a) The Company Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, (B) three Business Days prior to any date of prepayment of ▇▇▇▇▇ Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of 13068890v7 $1,000,000 500,000 in excess thereof and any prepayment of ▇▇▇▇▇ Loans shall be in a principal amount of CAD$1,000,000 or a whole multiple of CAD$500,000 in excess thereof; and (iii) unless a Cash Dominion Event has occurred and is continuing, any prepayment of Base Rate Loans in Dollars shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and any prepayment of Canadian Base Rate Loans shall be in a principal amount of CAD$500,000 or a whole multiple of CAD$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaidor ▇▇▇▇▇ Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyLead Borrower, the Company Borrowers 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 any a SOFR Loan and a ▇▇▇▇▇ Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 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 or, as regards Canadian Swing Line Loans in Canadian Dollars, CAD$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) [Reserved]. (d) If for any reason the U.S. Total Revolving Outstandings at any time exceed the lesser of the U.S. Revolving Commitments or the U.S. Revolving Borrowing Base, each as then in effect, the U.S. Borrowers shall immediately prepay U.S. Committed Loans and/or U.S. Swing Line Loans and/or Cash Collateralize the U.S. L/C Obligations in an aggregate amount equal to such excess; provided, however, that the U.S. Borrowers shall not be required to Cash Collateralize the U.S. L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the U.S. Revolving Loans the U.S. Total Revolving Outstandings exceed the lesser of the U.S. Revolving Commitments or the U.S. Revolving Borrowing Base, each as then in effect. If for any reason the Canadian Total Revolving Outstandings at any time exceed the lesser of the Canadian Revolving Commitments or the Canadian Revolving Borrowing Base, each as then in effect, the Canadian Borrowers shall immediately prepay Canadian Committed Loans and/or Canadian Swing Line Loans and/or Cash Collateralize the Canadian L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Canadian Borrowers shall not be required to Cash Collateralize the Canadian L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Canadian Revolving Loans the Canadian Total Revolving Outstandings exceed the lesser of the Canadian Revolving Commitments or the Canadian Revolving Borrowing Base, each as then in effect. If for any reason the Total Revolving Outstandings exceed the Revolving Loan Cap, each as then in effect, the Borrowers shall immediately prepay the Committed Loans and/or the 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 2.05(d) unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceed the lesser of the Revolving Commitments or the Revolving Borrowing Base, each as then in effect. 13068890v7 (e) Until the Discharge of Term Obligations, if any Excess Cash exists pursuant to the provisions of Section 6.13(i), the Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to such Excess Cash. (f) After the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.13 hereof. In addition, the Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Proceeds received by a Loan Party on account of such Prepayment Event, irrespective of whether or not a Cash Dominion Event then exists and is continuing. The Agents shall not be obligated to release their Liens on any Collateral until such Net Proceeds have been so received (to the extent required in this clause (d)). The application of such Net Proceeds to the Loans shall not reduce any Revolving Commitments. If all Obligations then due are paid, any excess Net Proceeds shall be remitted to the operating account of the Borrowers maintained with the Administrative Agent. (g) Prepayments made pursuant to this Section 2.05, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of their business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders, as applicable, and, to the extent not so applied, shall thereafter be returned to the Borrowers.

Prepayments. (a) The Company Borrowers may, upon notice from the Company Parent Borrower to the Administrative AgentAgent pursuant to delivery of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of Loans or Daily SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $250,000 in excess thereof; and (iv) any prepayment of Base Rate Loans or Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice Notice of Loan Prepayment shall specify the date date, amount and amount currency of such prepayment and the Type(s) and Class of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyParent Borrower, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a Notice of Loan Prepayment delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment of any a Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Appropriate Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Revolving Outstandings at any time exceed an amount equal to 105% of the Aggregate Revolving Commitments then in effect, the Borrowers shall immediately prepay Revolving Loans and/or the Parent Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Total Revolving Outstandings as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitments then in effect; provided, however, that, subject to Section 2.15(a), the Parent Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. 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 in an amount not to exceed 105% of the outstanding L/C Obligations be provided in order to protect against the results of exchange rate fluctuations. (c) If for any reason the aggregate Outstanding Amount of all Revolving Loans and L/C Obligations denominated in Alternative Currencies at any time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days the Borrowers shall prepay Revolving Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations 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. The Company (a) Each Borrower may, upon notice from (which notice shall be in a form acceptable to the Company Administrative Agent) to the Administrative Agent, at any time or from time to time time, voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent: (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. 12:00 p.m. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Revolving Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $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 $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events). Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Revolving Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any Revolving Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 1.13 and Section 2.17, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice (which notice shall be in a form acceptable to the applicable U.S. Swing Line Lender and the Administrative Agent) to the applicable U.S. Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay U.S. Swing Line Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the applicable U.S. Swing Line Lender, (i) such notice must be received by the applicable U.S. Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) Each Borrower may, upon notice (which notice shall be in a form acceptable to the applicable Euro Swing Line Lender and the Administrative Agent) to the applicable Euro Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Euro Swing Line Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the applicable Euro Swing Line Lender, (i) such notice must be received by the applicable Euro Swing Line Lender and the Administrative Agent not later than 10:00 a.m., London 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 Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Revolving Loans, the U.S. Swing Line Loans, and the Euro Swing Line Loans, the Total Outstandings at such time exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. noon (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) on four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Base Eurocurrency Rate LoansLoans denominated in Alternative Currencies, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Base Rate Loans; and (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is to be made from the proceeds of another transaction that will result in the refinancing of all of the obligations and the termination of this Agreement, then such prepayment may be conditioned upon the closing of such refinancing transaction. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments 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 Aggregate Commitments then in effect.

Prepayments. The Company (a) A Borrower may, upon notice from the Company delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 10:00 a.m. two Business Days prior to any date of prepayment of Term SOFR Loans, (B) 10:00 a.m., Applicable Time, four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) 1:00 p.m., on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency 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; (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 thereof, or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may prepayment of outstanding Term Loans pursuant to this Section 2.05 shall be conditioned upon applied to the effectiveness principal repayment installments thereof in inverse order of other Indebtedness or the occurrence of one or more other transactions or eventsmaturity. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid prepaid, and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Pro Rata Shares. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company 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 Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrowers shall immediately prepay their respective Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (d) If the Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay their respective 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. The 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 further exchange rate fluctuations. (e) If the Agent notifies the Company at any time that the Outstanding Amount of all Loans owing by Designated Borrowers at such time exceeds an amount equal to the Designated Borrower Sublimit then in effect, then, within two Business Days after receipt of such notice, the applicable Designated Borrowers shall prepay their respective 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 Designated Borrower Sublimit then in effect. Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05 shall be applied first to Base Rate Loans, then to Alternative Currency Daily Rate Loans, then to Term SOFR Loans and lastly to Alternative Currency Term Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05 shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Prepayments. (a) The Company may, upon notice from the Company to the Administrative Agent, Companies may at any time or and from time to time voluntarily prepay Loans the then outstanding Loans, in whole or in part part, without premium or penalty; , except as provided that (i) such in Section 3.08 with respect to any prepayment or payment of a Fixed Rate Loan on a date other than the last day of the Interest Period with respect thereto, upon written notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender (or telephonic notice promptly confirmed in writing) not later than 11:00 a.m. (A) two New York, New York time), three Business Days prior to any date of prepayment of Term SOFR Loans, (B) on before the date of prepayment with respect to prepayments of Base Fixed Rate Loans, and or 11:00 a.m. (CNew York, New York time) one Business Day prior to any before the date of prepayment of SOFR Daily Floating with respect to Prime Rate Loans; (ii) any . Each notice shall be irrevocable and shall specify the date and amount of prepayment and whether such prepayment is of LIBOR Rate Loans, Prime Rate Loans or Quoted Rate Loans, or a combination thereof, and if a combination thereof, the amount of prepayment allocable to each. If such notice is given, the Companies shall make such prepayment, and the amount specified in such notice shall be due and payable, on the date specified therein. Each partial prepayment of Term SOFR Loans or SOFR Daily Floating a Fixed Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans Loan pursuant to this Section 3.03 shall be in a principal amount of $500,000 or a whole multiple multiples of $100,000 in excess thereof or, thereof. Each partial prepayment of a Prime Rate Loan pursuant to this Section 3.03 shall be in each case, if less, the entire a principal amount thereof then outstanding; and of $250,000 or whole multiples of $100,000 in excess thereof. (ivb) any such notice may Each prepayment of principal of a Loan pursuant to this Section 3.03 shall be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify accompanied by accrued interest to the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 on the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share)prepaid. If such notice is given Unless otherwise directed by the CompanyCompanies pursuant to Section 3.03(a), the Company 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 partial prepayments of any Loan shall be accompanied by all accrued interest on applied first to outstanding Prime Rate Loans and then to Fixed Rate Loans in such order as the amount prepaid, together with, Lender shall determine in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05its sole and absolute discretion.

Prepayments. The Company (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 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. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurodollar Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (C) on the date of prepayment of Base Rate Committed Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurodollar Rate Loans (whether in Dollars or an Alternative Currency) shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof (or, if such prepayment is in an Alternative Currency, an approximately equivalent amount in the relevant currency, as agreed by the Company and Administrative Agent) and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. 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 SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, each such prepayment shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company 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 Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. The Company (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 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. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurodollar Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in Alternative Currencies and (C) on the date of prepayment of Base Rate Committed Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurodollar Rate Loans (whether in Dollars or an Alternative Currency) shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof (or, if such prepayment is in an Alternative Currency, an approximately equivalent amount in the relevant currency, as agreed by the Company and Administrative Agent) and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. 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 SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, each such prepayment shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company 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 Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. The Company (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 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. (A) two three Business Days prior to any date of prepayment of Daily SOFR Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, (C) three Business Days prior to any date of prepayment of Term SOFR Loans, and (BD) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Daily SOFR Loans, Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such notice must be in a form acceptable to the Swing Line Lender and the Administrative Agent and unless otherwise agreed by the Swing Line Lender, (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company 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 Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(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. The Company (a) Each Borrower may, upon notice from the Company (which notice shall be in a form acceptable to the Administrative applicable Agent) to the applicable Agent, at any time or from time to time time, voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the applicable Agent: (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative such Agent not later than 11:00 a.m. (local time for such Agent) (A) two one (1) Business Days Day prior to any date of prepayment of Term SOFR Domestic Revolving Loans (other than Domestic Base Rate Loans), Canadian Revolving Loans, and PR Revolving Loans (other than Domestic Base Rate Loans), and (B) on the date of prepayment of any Domestic Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Domestic Revolving Loans that are Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of PR Revolving Loans that are Term SOFR Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of Domestic 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 (ivv) any such notice may prepayment of Canadian Revolving Loans shall be conditioned upon the effectiveness in a principal amount of other Indebtedness C$1,000,000 (or the occurrence Dollar Equivalent thereof, as applicable) or a whole multiple of one C$100,000 (or more other transactions or eventsthe Dollar Equivalent thereof, as applicable) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Revolving Loans to be prepaid andprepaid, and if Term SOFR Loans and/or Term ▇▇▇▇▇ Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative applicable 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any Revolving Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The applicable Borrower may, upon notice (which notice shall be in a form acceptable to the applicable Swing Line Lender and the applicable Agent) to the applicable Swing Line Lender (with a copy to the applicable Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the applicable Swing Line Lender, (i) such notice must be received by the applicable Swing Line Lender and the applicable Agent not later than 11:00 a.m. (local time for such Swing Line Lender) on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 (or the Alternative Currency Equivalent thereof) (or such smaller amount as may be agreed by the applicable Swing Line Lender). Each such notice shall specify the date, currency, and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (i) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the applicable Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c)(i) unless after the prepayment in full of the Loans the Total Outstandings exceeds the Aggregate Commitments then in effect. (i) If for any reason the Total Domestic Outstandings at any time exceed the Aggregate Domestic Commitments then in effect, ▇▇▇▇▇ shall immediately prepay Domestic Revolving Loans, Domestic Swing Line Loan and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, ▇▇▇▇▇ shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c)(ii) unless after the prepayment in full of the Domestic Revolving Loans and the Domestic Swing Line Loans, the Total Domestic Outstandings at such time exceed the Aggregate Domestic Commitments then in effect. (ii) Except as provided in Section 2.05(d), if for any reason the Total Canadian Outstandings at any time exceed the Aggregate Canadian Commitments then in effect, the Canadian Borrowers shall immediately prepay Canadian Revolving Loans and/or Canadian Swing Line Loans in an aggregate amount equal to such excess. (iii) If for any reason the Total PR Outstandings at any time exceed the Aggregate PR Commitments then in effect, the PR Borrowers shall immediately prepay PR Revolving Loans in an aggregate amount equal to such excess. (d) If, on any Revaluation Date, the Total Canadian Outstandings exceed an amount equal to 105% of the Aggregate Canadian Commitments (the amount of such excess referred to herein as the “Canadian Excess Amount”), then (i) the Canadian Agent shall give notice thereof to the Canadian Borrowers and the Canadian Lenders and (ii) within two (2) Business Days thereafter, the Canadian Borrowers shall repay or prepay Canadian Revolving Loans and/or Canadian Swing Line Loans in an aggregate principal amount equal to such Canadian Excess Amount. Notwithstanding the foregoing, to avoid the incurrence of breakage costs with respect to Canadian Revolving Loans which are Term SOFR Loans and/or Term ▇▇▇▇▇ Loans, the Canadian Borrowers shall not be obligated to repay any Canadian Revolving Loan that is a Term SOFR Loan or a Term ▇▇▇▇▇ Loan until the end of the Interest Period relating thereto to the extent that the unused amount of the Domestic Commitments of the Domestic Lenders which are affiliates of the Canadian Lenders shall be greater than or equal to the Canadian Excess Amount, and for the avoidance of doubt, no Default under Section 8.01(a) shall have occurred with respect to any such Canadian Revolving Loan until after a payment with respect to such Canadian Revolving Loan is required to be made in accordance with this sentence. On each Revaluation Date and until the Canadian Revolving Loans and/or Canadian Swing Line Loans are repaid in accordance with the first sentence of this Section 2.05(d), the Aggregate Domestic Commitments shall be automatically reduced by an amount equal to the Canadian Excess Amount. Such reduction shall be made by reducing the Domestic Commitments of each such Domestic Lender that is an affiliate of a Canadian Lender by an amount equal to such Domestic Lender’s Applicable Percentage of the Canadian Excess Amount.

Prepayments. The Company (i) Each Borrower may, upon notice from the Company such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Incremental Term Loans and/or Revolving Credit Loans in whole or in part without premium or penalty; provided that 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 10:00 a.m. (A1) two three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (B2) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans and (3) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (iiB) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) (or, in the case of any Alternative Currency Loans, in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 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 (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the currency and Interest Period(s) of such Loans. The Administrative Agent will promptly notify each affected Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Pro Rata ShareApplicable Percentage in respect of the relevant Facility). If such notice is given by the Companya Borrower, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05. Each such prepayment of Incremental Term Loans pursuant to this Section 2.05(a) shall, subject to Section 2.18, be applied to the Incremental Term Loans on a pro rata basis and to the principal repayment installments thereof on a pro rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) Notwithstanding anything in any Loan Document to the contrary, so long as (v) no Default or Event of Default has occurred and is continuing, (w) the Company shall deliver to the Administrative Agent a certificate stating that (1) no Default or Event of Default has occurred and is continuing or would result from the proposed prepayment described below and (2) each of the conditions set forth in this Section has been satisfied, (x) none of the Borrowers or any other Loan Party has any material non-public information with respect to the Company and its Subsidiaries (including Unrestricted Subsidiaries to the extent such Unrestricted Subsidiaries would constitute Subsidiaries but for being excluded from the definition of “Subsidiary”) or the securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information), (y) no proceeds of Revolving Credit Loans or Swing Line Loans are used for this purpose, and (z) any such prepayment is made in cash (and not, for the avoidance of doubt, by virtue of any exchange of Indebtedness (including the use of the proceeds of any Indebtedness incurred for purposes of exchanging the applicable Incremental Term Loans with such Indebtedness)), the Company may prepay any portion of the outstanding Incremental Term Loans (and immediately and permanently cancel them (it being understood and agreed that the Company shall not obtain, by virtue of any such prepayment, any rights as a Lender hereunder or under any other Loan Documents)) on the following basis: (A) The Company shall have the right to make a voluntary prepayment of Incremental Term Loans at a discount to par pursuant to Discount Range Prepayment Offers or Solicited Discounted Prepayment Offers (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(ii); provided, that, the Company shall not initiate any action under this Section 2.05(a)(ii) in order to make a Discounted Loan Prepayment of Loans in any tranche of Incremental Term Loans unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment of any Incremental Term Loan in such tranche as a result of a prepayment made by the Company on the applicable Discounted Prepayment Effective Date, or (II) at least three (3) Business Days shall have passed since the date the Company was notified that no Lender was willing to accept any prepayment of any Incremental Term Loan in such tranche pursuant to a Discount Range Prepayment Notice or in the case of Solicited Discounted Prepayment Offers, the date of the Company’s election not to accept any Solicited Discounted Prepayment Offers relating to a Solicited Discounted Prepayment Notice. (1) Subject to the proviso to clause (A) above, the Company may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided, that, (I) any such solicitation shall be extended, at the sole discretion of the Company, to (x) each Incremental Term Lender and/or (y) each Incremental Term Lender with respect to any Incremental Term Loans on an individual tranche basis (it being understood and agreed that any solicitation shall be on terms (including as to any consideration paid in connection therewith) identical for all Incremental Term Lenders (or all Incremental Term Lenders of a particular tranche, as applicable)), (II) any such notice shall specify the maximum aggregate principal amount of the relevant Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Incremental Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Loans with respect to each relevant tranche of Incremental Term Loans willing to be prepaid by the Company (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Incremental Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each applicable Incremental Term Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Incremental Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Incremental Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Incremental Term Lender is willing to allow prepayment of any or all of its then outstanding Incremental Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Incremental Term Lender’s Incremental Term Loans (the “Submitted Amount”) such Le▇▇▇▇ ▇s willing to have prepaid at the Submitted Discount. Any Incremental Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Incremental Term Loans at any discount to their par value within the Discount Range. (2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Company and subject to rounding requirements of the Auction Agent made in its reasonable discretion) the Applicable Discount and Incremental Term Loans to be prepaid at such Applicable Discount in accordance with this clause (B). The Company agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and

Prepayments. (a) The Company Borrower may, upon irrevocable (except (x) as permitted pursuant to the second proviso of this sentence and (y) in connection with a termination of Commitments as set forth in Section 2.06 below) notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that 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. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) on the date of prepayment of Base Rate LoansLoans (or, in each case of subclauses (A) and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate LoansB), such shorter time as the Agent may reasonably agree); (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating 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) unless a Cash Dominion Event has occurred and is continuing, 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 provided, further, that suchany notice of prepayment delivered by the Borrower may state that such notice is conditioned on the funding or consummation of any transaction or transactionsupon the occurrence or non-occurrence of any event specified therein (ivincluding, without limitation, any sale or disposition of Collateral or the closing of any other financing transaction) any the effectiveness of other credit facilities or other transactions), in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or otherwise conditioned upon the effectiveness of other Indebtedness or on the occurrence or non-occurrence of one or more other transactions or eventssuch event. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaidLoans, 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company 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 any a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.053.06. EachExcept for any prepayments made pursuant to Section 3.07(b), each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. If the Borrower shall fail to specify the Type(s) of Loans to be prepaid, then such prepayment shall be applied first to Base Rate Loans, and then to SOFR Loans. If the Borrower shall fail to specify the Interest Period(s) of the Loans to be prepaid, then such prepayment shall apply in direct order of Interest Payment Dates. (b) Upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below) notice from the Borrower to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, Borrower shall voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, (i) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrower shall immediately prepay Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, 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 Loan Cap as then in effect (and any such Cash Collateralization shall only be required with respect to such additional amount). (d) At any time that a Cash Dominion Event has occurred and is continuing, the Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section 2.03 and Section 6.13 hereof. (e) Prepayments made pursuant to Section 2.05(c), and (d) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans (first to Base Rate Loans and then to SOFR Loans), third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. (f) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder.

Prepayments. (a) The Company Borrower may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of Loans or Term SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency 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 Loans or Term SOFR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share 's Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan and any Alternative Currency Term Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 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 the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed an amount equal to one hundred five percent (105%) of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100%) of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.16, 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. 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 further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to one hundred five percent (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 one hundred percent (100%) of the Alternative Currency Sublimit then in effect. (e) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds an amount equal to one hundred five percent (105%) of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount of L/C Obligations as of such date of payment to an amount not to exceed one hundred percent (100%) of the Letter of Credit Sublimit then in effect.

Prepayments. The Company (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 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 (including any form on an electronic platform or electronic transmission system as shall be received approved by the Administrative Agent not later than 11:00 a.m. Agent), appropriately completed and signed by a Responsible 54 (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid prepaid, and the applicable Tranche, and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and any such notice may state that it is conditioned upon the occurrence or non- occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Tranche 1 Lender of its receipt of each such noticenotice in respect of any Tranche 1 Loans, and of the amount of such Tranche 1 Lender’s Pro Rata Share Applicable Tranche 1 Percentage of such prepayment (based on and will promptly notify each Tranche 2 Lender of its receipt of each such notice in respect of any Tranche 2 Loans, and of the amount of such Tranche 2 Lender’s Pro Rata Share)Applicable Tranche 2 Percentage of such prepayment. If Following such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05.. Subject to Section 2.17, each such prepayment of Tranche 1 Loans shall be applied to the Tranche 1 Loans of the Tranche 1 Lenders in accordance with their respective Applicable Tranche 1 Percentages and each such prepayment of Tranche 2 Loans shall be applied to the Tranche 2 Loans of the Tranche 2 Lenders in accordance with their respective Applicable Tranche 2

Prepayments. (a) The Company Borrowers may, upon notice (which notice may be by telephone and immediately confirmed in writing) from the Company Borrowing Agent to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving 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. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (ivv) subject to Section 2.05(e), unless the Borrowing Agent specifies in writing that a prepayment of Revolving Loans shall be applied to the Outstanding Amount of USD Revolving Loans, Multi-Currency Revolving Loans and/or Specified Currency Revolving Loans, any such notice may prepayment of Revolving Loans shall be conditioned applied to the USD Revolving Loans, the Multi-Currency Revolving Loans and the Specified Currency Revolving Loans on a pro rata basis, based upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or eventsOutstanding Amounts thereof. Each such notice shall specify the date and amount of such prepayment prepayment, whether the Loans to be repaid are Term Loans or Revolving Loans and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) ), if applicable, of such Loans, and shall be in a form approved by 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 of the Borrowing Agent. 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 ratable portion of such prepayment (based on upon such Lender’s Pro Rata ShareLenders’ Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrowing Agent, the Company Borrowers shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, in the case of a prepayment in anticipation of a refinancing of all or a portion of a Facility, any such notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowing Agent (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilities. (b) The Borrowers may, upon notice from the Borrowing 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; 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 and shall be in a form approved by 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 of the Borrowing Agent. If such notice is given by the Borrowing Agent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) [Reserved.]

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit 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. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of 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 , or in the case of prepayments under this clause (ivii) any such notice may be conditioned upon of Loans denominated in Alternative Currencies, the effectiveness of other Indebtedness or the occurrence of one or more other transactions or eventsDollar Equivalent in accordance with Section 1.04. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Loans to be prepaid prepaid, the applicable Borrower and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Pro Rata ShareApplicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.06(a) shall be applied to the principal repayment installments thereof as directed by the Company, and subject to Section 2.20, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment shall be (A) in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or (B) for the entire amount thereof outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed an amount equal to 105% of the Revolving Credit Facility at such time, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Total Revolving Credit Outstandings as of such date of payment to an amount not to exceed 100% of the Revolving Credit Facility at such time; provided, however, that, subject to the provisions of Section 2.19(a)(ii), the Company 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 Credit Loans, the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. 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 further exchange rate fluctuations.

Prepayments. (a) The Company Borrower may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. 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 SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay outstanding Committed Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment 64054670 52 of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, 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 Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided further that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Swing Line Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. (c) If at any time the Total Outstandings exceeds an amount equal to the Aggregate Commitments, within one Business Day, the Borrower shall prepay Loans (including Swing Line Loans and L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount necessary to eliminate 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, Total Outstandings continues to exceed the Aggregate Commitments. Each prepayment pursuant to the foregoing sentence shall be applied, first, to the outstanding Swing Line Loans until paid in full, second, ratably to the outstanding Loans (without any reduction of the Aggregate Commitments) until paid in full, and third, to Cash Collateralize the L/C Obligations in full.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company (which notice shall be in a form acceptable to the Administrative applicable Agent) to the applicable Agent, at any time or from time to time time, voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the applicable Agent: (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative such Agent not later than 11:00 a.m. (local time for such Agent) (A) two one (1) Business Days Day prior to any date of prepayment of Term SOFR Domestic Revolving Loans (other than Domestic Base Rate Loans), Canadian Revolving Loans, and PR Revolving Loans (other than Domestic Base Rate Loans), and (B) on the date of prepayment of any Domestic Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Domestic Revolving Loans that are Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of PR Revolving Loans that are Term SOFR Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of Domestic 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 (ivv) any such notice may prepayment of Canadian Revolving Loans shall be conditioned upon the effectiveness in a principal amount of other Indebtedness C$1,000,000 (or the occurrence Dollar Equivalent thereof, as applicable) or a whole multiple of one C$100,000 (or more other transactions or eventsthe Dollar Equivalent thereof, as applicable) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Revolving Loans to be prepaid andprepaid, and if Term SOFR Loans and/or Term ▇▇▇▇▇ Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative applicable 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any Revolving Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The applicable Borrower may, upon notice (which notice shall be in a form acceptable to the applicable Swing Line Lender and the applicable Agent) to the applicable Swing Line Lender (with a copy to the applicable Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the applicable Swing Line Lender, (i) such notice must be received by the applicable Swing Line Lender and the applicable Agent not later than 11:00 a.m. (local time for such Swing Line Lender) on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 (or the Alternative Currency Equivalent thereof) (or such smaller amount as may be agreed by the applicable Swing Line Lender). Each such notice shall specify the date, currency, and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (i) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the applicable Borrowers shall immediately prepay Loans, and/or Cash Collateralize the L/C Obligations, and/or cash collateralize the outstanding Bankers’ Acceptances in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations or cash collateralize the outstanding Bankers’ Acceptances pursuant to this Section 2.05(c)(i) unless after the prepayment in full of the Loans the Total Outstandings exceeds the Aggregate Commitments then in effect. (i) If for any reason the Total Domestic Outstandings at any time exceed the Aggregate Domestic Commitments then in effect, ▇▇▇▇▇ shall immediately prepay Domestic Revolving Loans, Domestic Swing Line Loan and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, ▇▇▇▇▇ shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c)(ii) unless after the prepayment in full of the Domestic Revolving Loans and the Domestic Swing Line Loans, the Total Domestic Outstandings at such time exceed the Aggregate Domestic Commitments then in effect. (ii) Except as provided in Section 2.05(d)(i), if for any reason the Total Canadian Outstandings at any time exceed the Aggregate Canadian Commitments then in effect, the Canadian Borrowers shall immediately prepay Canadian Revolving Loans, and/or Canadian Swing Line Loans and/or cash collateralize the outstanding Bankers’ Acceptances in an aggregate amount equal to such excess; provided, that, the Canadian Borrowers shall not be required to cash collateralize the outstanding Bankers’ Acceptances pursuant to this Section 2.05(c)(iii) unless after the prepayment in full of the Canadian Revolving Loans and the Canadian Swing Line Loans, the Total Canadian Outstandings at such time exceed the Aggregate Canadian Commitments then in effect.. (iii) If for any reason the Total PR Outstandings at any time exceed the Aggregate PR Commitments then in effect, the PR Borrowers shall immediately prepay PR Revolving Loans in an aggregate amount equal to such excess.

Prepayments. The Company (a) Borrower may, upon notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of any Term SOFR Committed Loans, (B) four Business Days prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of Committed Loans or Daily SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating 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; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or Daily SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. 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 SOFR Loans or Alternative Currency 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company 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 any a Term SOFR Loan or Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) [Intentionally Omitted].

Prepayments. (a) The Company Borrowers may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in the Alternative Currency, and (C) on the date of prepayment of Base Rate Loans, Committed Loans and (C) one Business Day prior to any date Cost of prepayment of SOFR Daily Floating Funds Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in the Alternative Currency shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or Cost of Funds Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment, whether such prepayment is a prepayment of the WC Loans, the Revolver Loans or some combination thereof and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on including, in the event such prepayment is a Loan denominated in the Alternative Currency, such Alternative Currency Funding Lender’s Pro Rata ShareAlternative Currency Funding Applicable Percentage of such payment). If such notice is given by the CompanyBorrowers, the Company Borrowers 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 any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) (x) the Total WC Outstandings at any time exceed the Aggregate WC Commitments then in effect or (y) the Total WC Outstandings other than the maximum drawing amount of all issued and outstanding Products under Contract LCs exceed the Borrowing Base at such time, the Borrowers shall immediately prepay WC Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04 unless after the prepayment in full of the WC Loans and Swing Line Loans the Aggregate WC Outstandings exceed the Aggregate WC Commitments then in effect; and (ii) the Total Revolver Outstandings at any time exceed the Aggregate Revolver Commitments then in effect the Borrowers shall immediately prepay Revolver Loans in an aggregate amount equal to such excess. (c) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all Loans denominated in the Alternative Currency 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 Borrowers 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. The Company may, upon notice from the Company (a) Subject to the Administrative Agentterms of Section 2.12 hereof, the Borrower shall have the right at its option at any time or and from time to time voluntarily to prepay Loans (i) any Base Rate Loan, in whole or in part without premium part, upon at least one (1) Business Day's prior written, facsimile, or penalty; telephonic notice (provided that (iany such telephonic notice is immediately confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR LoansDallas, (BTexas time) on such day, in the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole such greater amount which is an integral multiple of $1,000,000 if prepaid in excess part and (ii) any Eurodollar Loan, in whole or in part, upon at least three (3) Business Days' prior written, facsimile, or telephonic notice (provided that any such telephonic notice is immediately confirmed in writing) received not later than 11:00 a.m. (Dallas, Texas time) on such day, in the principal amount of $5,000,000 or such greater amount which is an integral multiple of $1,000,000 if prepaid in part. Each notice of prepayment shall specify the prepayment date, each Loan to be prepaid and the principal amount thereof; , shall be irrevocable and shall commit the Borrower to prepay each such Loan in the amount and on the date stated therein. (b) Following the end of each fiscal year of Holdings (commencing with the fiscal year ending December 31, 2002), the Borrower shall prepay Loans in an amount equal to 100% of the Excess Cash Flow for such fiscal year. Each prepayment pursuant to this Section 2.9(b) shall be made on or before the date on which financial statements are delivered pursuant to Section 5.1(a) with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within ninety (90) days after the end of such fiscal year). Concurrently with the making of each prepayment pursuant to this Section 2.9(b), the Borrower shall deliver to the Administrative Agent, a certificate substantially in the form of Exhibit F hereto signed by a Financial Officer of Holdings setting forth in reasonable detail the calculation of Excess Cash Flow for the applicable fiscal year. Any prepayments from Excess Cash Flow with respect to fiscal years 2002, 2003 and 2004 shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.5(a) hereof, in direct chronological order of maturity. All other prepayments from Excess Cash Flow pursuant to this Section 2.9(b) shall be applied to reduce scheduled amortization payments pursuant to Section 2.5(a) hereof, in inverse chronological order of maturity. (c) No later than one (1) Business Day after the receipt of any Net Cash Proceeds by any Loan Party from any of the following: (i) any refinancing of all or any portion of the outstanding Loans hereunder, (ii) any issuance by any Loan Party of any Indebtedness (other than Indebtedness permitted under Section 6.1 hereof, other than Section 6.1(b)), (iii) any prepayment other transaction similar to any of Base Rate Loans shall be in the foregoing which transaction generates Net Cash Proceeds to any Loan Party (including, without limitation, any Sale Leaseback Transaction, other than a principal amount of $500,000 Sale Leaseback Transaction permitted by Section 6.7 hereof), or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any sale or other disposition of any asset of a Loan Party not permitted by the terms and provisions of this Credit Agreement, the Borrower shall prepay Loans in an amount equal to 100% of the Net Cash Proceeds received by a Loan Party. Each prepayment pursuant to this Section 2.9(c) shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.5(a) hereof in inverse chronological order of maturity. (d) No later than one (1) Business Day after the receipt of any Net Cash Proceeds by any Loan Party from any sale or other disposition of all or a portion of the assets described in the Strategic Asset Disposition Letter (other than assets sold in the ordinary course of business pursuant to Section 6.6(e) hereof, the assets listed in item 4 on Schedule 6.6(i) sold pursuant to Section 6.6(i) hereof and assets sold pursuant to Section 6.6(n) hereof which assets are non-core assets and are not essential to the business described in the Strategic Asset Disposition Letter), the Borrower shall prepay Loans in an amount equal to 100% of the Net Cash Proceeds received by a Loan Party; provided, however, that the Borrower shall not be required to make any prepayment of Loans pursuant to this Section 2.9(d) upon receipt of any such notice Net Cash Proceeds if the unwind has occurred as contemplated by paragraph 5 of the Escrow Agreement. Each prepayment pursuant to this Section 2.9(d) shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.5(a) hereof in direct chronological order of maturity. (e) No later than one (1) Business Day after the receipt of any Net Cash Proceeds by any Loan Party from any sale or other disposition of any asset pursuant to a Sale Leaseback Transaction permitted by Section 6.7(b) hereof, the Borrower shall prepay loans in an amount equal to 50% of the amount by which the Net Cash Proceeds received exceeds the NPV Amount for the lease entered into pursuant to the applicable Sale Leaseback Transaction (such NPV Amount to be determined as of the date the applicable Net Cash Proceeds are received). Each prepayment pursuant to this Section 2.9(e) shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.5(a) hereof in direct chronological order of maturity. (f) No later than one (1) Business Day after the receipt of any Net Cash Proceeds by any Loan Party from any of the following: (i) any purchase or other acquisition by a third party (other than by a Loan Party or a Permitted Investor) from a Loan Party of any Equity Interests issued by any Loan Party, (ii) the formation of a Joint Venture or (iii) any other transaction similar to any of the foregoing which transaction generates Net Cash Proceeds to any Loan Party (but excluding any such similar transaction where a Permitted Investor is paying the Net Cash Proceeds), the Borrower shall prepay Loans in an amount equal to 50% of the Net Cash Proceeds received by such Loan Party. Each prepayment pursuant to this Section 2.9(f) shall be applied to reduce subsequent scheduled amortization payments pursuant to Section 2.5(a) hereof in direct chronological order of maturity. (g) No later than three (3) Business Days following the receipt by the Borrower or any other Loan Party (or by the Administrative Agent as loss payee) of any payment of any proceeds of any Recovery Event (provided, that so long as no Event of Default shall have occurred and then be continuing, such proceeds received in connection with any Recovery Event (or any portion thereof) may be conditioned upon expended or irrevocably committed by the effectiveness of Borrower or any other Indebtedness Loan Party to repair or the occurrence of one or more other transactions or events. Each replace such notice shall specify the date and amount property within twelve (12) months of such prepayment Recovery Event and the Type(s) Borrower shall furnish to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent of Loans such expenditure or commitment and shall have certified to the Administrative Agent that such proceeds (or such proceeds together with other funds which are available to the Borrower and permitted to be prepaid and, if Term SOFR Loans used for such purpose pursuant to the terms hereof) are sufficient to be prepaidrepair or replace such property pending which the Administrative Agent shall hold such proceeds in an interest bearing deposit account), the Interest Period(sBorrower shall prepay or, to the extent the Administrative Agent is loss payee under any insurance policy (if applicable), irrevocably direct the Administrative Agent to apply as a prepayment, an amount equal to 100% (or such lesser percentage which represents the remaining portion of such proceeds not expended or committed pursuant to the immediately preceding parenthetical phrase) of such Loans. The proceeds received in connection with such Recovery Event; provided, that if an Event of Default shall have occurred and be continuing, all proceeds of any Recovery Event which would otherwise be payable to the Borrower pursuant to this Section 2.9(g) shall be paid to the Administrative Agent will promptly notify each Lender and applied pursuant to Section 10.2 hereof; provided, however, that with respect to tangible property subject to any Permitted Encumbrance, no such prepayment shall be required to the extent that this Section would require an application of its receipt proceeds of each any Recovery Event that would violate or breach any of the provisions of the instruments or documents under which such noticePermitted Encumbrance arises or which governs the application of proceeds (including, without limitation, the OTC Documents as in effect on the Amendment No. 9 Closing Date or as thereafter amended, restated, renewed, replaced, restructured, supplemented or otherwise modified in accordance with the terms hereof). (h) Any prepayments pursuant to this Section 2.9 not otherwise specifically provided for in this Section 2.9 shall be applied to reduce scheduled amortization payments pursuant to Section 2.5(a) hereof, in inverse chronological order of maturity. (i) Concurrently with the making of any prepayment pursuant to Section 2.9(c), 2.9(d), 2.9(e), 2.9(f) or 2.9(g), the Borrower and Holdings (or Old WCG, if applicable) shall deliver to the Administrative Agent, a certificate signed by a Financial Officer of the Borrower and a Financial Officer of Holdings (or Old WCG, if applicable) setting forth a reasonably detailed calculation of the amount of such Lender’s Pro Rata Share prepayment. (j) All prepayments of such prepayment Loans under this Section 2.9 shall, as regards Interest Rate Type, be applied first to Base Rate Loans, and subject to Section 2.9(l) hereof, then to Eurodollar Loans in the order of the scheduled expiry of Interest Periods with respect thereto (based on such Lender’s Pro Rata Sharei.e. those Eurodollar Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). If such notice is given by the Company, the Company 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 any Loan . (k) All prepayments under this Section 2.9 shall be accompanied by all accrued but unpaid interest on the principal amount prepaidbeing prepaid to (but not including) the date of prepayment. (l) If on any day on which Loans would otherwise be required to be prepaid pursuant to this Section 2.9, together withbut for the operation of this Section 2.9(l) (each a "Prepayment Date"), the amount of such required prepayment exceeds the then outstanding aggregate principal amount of Base Rate Loans and no Default or Event of Default exists or is continuing, then on such Prepayment Date, (i) the Borrower may deposit Dollars into the Cash Collateral Account in an amount equal to such excess, and only the outstanding Base Rate Loans which are of the type required to be prepaid shall be required to be prepaid on such Prepayment Date, and (ii) if the Borrower deposits Dollars into the Cash Collateral Account in accordance with the immediately preceding clause, then on the last day of each Interest Period after such Prepayment Date in effect with respect to a Eurodollar Loan, the Administrative Agent is irrevocably authorized and directed to apply funds from the Cash Collateral Account (and liquidate investments held in the case of any Term SOFR Loan, any additional amounts required pursuant Cash Collateral Account as necessary) to Section 3.05prepay such Eurodollar Loans for which the Interest Period is then ending to the extent funds are available in the Cash Collateral Account.

Prepayments. (i) The Company Issuers may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans following the No Call Period, redeem the Notes in whole or in part without premium or penalty; provided (and if in part shall be in an aggregate amount that is an integral multiple of $1,000,000) at the following redemption prices (expressed as a percentage of the then outstanding principal balance of the Notes to be repaid) (the “Redemption Price”), plus accrued and unpaid interest (including PIK Interest) through the date of redemption: Months after the Funding Date Redemption Price 25-36 107.0 % 37-48 103.0 % 49-60 101.0 % Thereafter 100.0 % (ii) If the Issuers elect to make any permitted redemption of the Notes pursuant to this Section 2.6(b), the Issuer Representative shall give notice of such redemption to each Purchaser not less than five (5) Business Days and not more than 60 days prior to the date such redemption is to be made, specifying (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. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) on the date of on which such prepayment of Base Rate Loans, is to be made and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment the amount of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a such prepayment. Subject to Section 2.6(b)(iii), the aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are Notes so specified to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticetogether with accrued interest thereon (including any interest payable in kind), and of the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by the Company, the Company shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the prepayment date specified therein. Any set forth in such notice; provided, however, that such notice may provide that such prepayment is contingent upon the consummation of a related financing or acquisition transaction, in which case such Notes shall not be due and payable if such transaction is not consummated. (iii) During the No Call Period, upon notice given as provided in Section 2.6(b)(ii), the Issuers, at their option, may prepay all or any Loan part of the principal amount of the Notes (and if in part shall be accompanied by all in an aggregate amount that is an integral multiple of $1,000,000), together with accrued but unpaid interest on the principal amount prepaidbeing prepaid to the date of such prepayment, together withplus the Make-Whole Amount. (iv) If as a result of an Event of Default or otherwise, the Notes are caused to be repaid prior to the Maturity Date other than in the case of any Term SOFR Loan, any additional amounts required accordance with an accepted Redemption Offer pursuant to Section 3.052.6(c), then the Obligations shall be repaid taking into consideration the Make-Whole Amount or at the Redemption Price applicable at the time such Event of Default first occurred.” (g) Section 6.1(a) of the Note Purchase Agreement is amended and restated in its entirety as follows:

Prepayments. The Company mayPrepayments of the Loans shall be (or in the case of Section 3.01(b)(i), upon notice from the Company to the Administrative Agentmay be, at any time or from the option of the Borrower), made as set forth below: (i) From time to time voluntarily prepay Loans on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part without premium or penaltypenalty (other than as set forth in Section 3.01(c) or Section 4.03), of the outstanding principal amount of the Loans; 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. (A) two Business Days prior to any date of prepayment of Term SOFR Loans is to be applied pro rata among the outstanding Loans so prepaid of all Lenders that have made such Loans, (B) on all such voluntary prepayments shall require at least one Business Day’s prior written notice to the date Administrative Agent before 1:00 p.m. (New York time) in the form of prepayment of Base Rate Loans, Exhibit C and (C) one Business Day prior to all such voluntary partial prepayments of any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal an aggregate minimum amount of $5,000,000 and integral multiples of $100,000 (or such lesser amount as shall permit the repayment in full of such Loan). (ii) If the ▇▇▇▇▇▇▇ ▇▇▇ is denied, rejected or disapproved by the SLC (an “LLA Denial”), the Borrower shall, on or before the 90th calendar day following the Borrower’s receipt of written notice from the SLC of such LLA Denial, prepay 100% of the outstanding principal amount of the Loans unless the LLA Denial has been overturned before such date by the SLC or a whole multiple court or other Governmental Authority of $1,000,000 in excess thereof; competent jurisdiction. (iii) any prepayment If, on or prior to April 2, 2017, (i) the LLA Approval Date has not yet occurred and (ii) the Initial Purchaser Majority Termination Date has not yet occurred, the Borrower shall no later than 5:00pm on such date, prepay the Loans, together with all accrued and unpaid interest thereon; provided, however, that, subject to Section 3.01(a), to the extent clause (b) of Base Rate Loans shall be the second proviso in a principal amount the definition of $500,000 “Credit Agreement” in the First Lien Indenture is amended, modified or a whole multiple of $100,000 waived in excess thereof oraccordance with the terms thereof, and the corresponding provision in the Second Lien Indenture is so amended, modified or waived in accordance with the terms thereof, in each casecase so as to change the date on which Indebtedness incurred hereunder is permitted to remain outstanding under each of the First Lien Indenture or Second Lien Indenture, if lessas applicable, the entire principal amount Administrative Agent and the Lenders shall be deemed to have so amended, modified and waived the mandatory prepayment set forth in this Section 3.01(b)(iii) solely to the same extent as such amendment, modification or waiver pursuant to the First Lien Indenture and Second Lien Indenture; provided further, that this Section 3.01(b)(iii) shall not be applicable if the Loan Parties’ obligations under each of the First Lien Indenture and the Second Lien Indenture have been discharged in accordance with the terms thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence Loan Parties’ obligations under each of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment First Lien Indenture and the Type(s) of Loans Second Lien Indenture have been deemed to be prepaid and, if Term SOFR 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 (based on such Lender’s Pro Rata Share). If such notice is given by the Company, the Company 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, any additional amounts required have been discharged pursuant to Section 3.058.02 thereof.

Prepayments. The Company (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 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. (A) two Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (B) three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent 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 thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Alternative Currency Term Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans, and subject to Section 3.05, any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the applicable Swing Line Lenders (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 with any such prepayment to be allocated ratably among the Swing Line Lenders thereof based on the portion of such Swing Line Loan made by each applicable Swing Line Lender; provided that (i) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the date of the prepayment in the case of Swing Line Loans denominated in Dollars and 12:00 Noon London time on the date of the prepayment in the case of Swing Line Loans denominated in Euros, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or €100,000, as applicable (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed an amount equal to 102% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations 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 Aggregate Commitments then in effect; provided, however, that 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 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 further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans to the Company and any Designated Borrower outstanding under the Designated Borrower Sublimit of such Designated Borrower at such time exceeds an amount equal to such Designated Borrower Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company or the relevant Designated Borrower, as applicable, 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 the Designated Borrower Sublimit then in effect with respect to such Designated Borrower. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans and L/C Obligations outstanding under the Company Sublimit at such time exceeds an amount equal to the Company Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans and/or Cash Collateralize L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Company Sublimit then in effect.

Prepayments. (a) The Company Borrower may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any provided that a notice of voluntary prepayment may state that such notice may be conditioned is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other Indebtedness credit facilities or the occurrence receipt of one the proceeds from the issuance of other Indebtedness, in which case such notice of prepayment may be revoked by the Borrower (by written notice to the Administrative Agent on or more other transactions or eventsprior to the specified date of prepayment) if such condition is not satisfied. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company 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 Term SOFR Loans or any Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) [Reserved]. (c) If the Administrative Agent notifies the Borrower at any time that for any reason the Total Outstandings at such time exceed 100% of the Aggregated Commitments then in effect (or 105% of the Aggregate Commitments then in effect; solely in the event such excess arises as a result of currency fluctuations calculated in accordance with Section 1.08), then, within two (2) Business Days after receipt of such notice from the Administrative Agent of such Total Outstandings, the Borrower shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Committed Loans and the Total Outstandings exceed the Aggregate Commitments then in effect. (d) [Reserved].

Prepayments. (a) The Company applicable Borrower may, upon notice from the Company delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty (subject to the last sentence hereof); 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. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each casecase of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each Subject to Section 2.15, such notice, and prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of the amount of such Lender’s Pro Rata Share of such prepayment Facility. (based on such Lender’s Pro Rata Share). b) If such notice is given by the Companya Borrower, the Company 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. ; provided, that any notice may state that such prepayment is conditioned upon the occurrence or non-occurrence of some other identifiable and specified event or condition specified therein (including, but not limited to, any acquisition or other investment or the effectiveness of other debt facilities), in which case such notice may be revoked or extended in writing on or prior to the specified effective date of such event or condition. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrowers shall immediately prepay an amount equal to such excess. (d) Any prepayment of a Term SOFR Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.052.12. (e) All prepayments of Loans by the Borrowers shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or and from time to time voluntarily time, prepay the Revolving Credit Loans under any Tranche owing by it, in whole or in part part, without premium or penalty; provided that penalty (i) such but subject to the provisions of subsection 2.20), upon at least one Business Day's irrevocable notice to the Agent (which notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans12:00 Noon, (B) New York City time, on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any upon which such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify is due), specifying (i) the date and amount of such prepayment and prepayment, (ii) the Type(sTranche or Tranches being prepaid and, if more than one Tranche, the amount allocated to each, (iii) of the currency in which the Loans to be prepaid are denominated and (iv) whether the prepayment is of Eurodollar Loans, ABR Loans or Canadian Base Rate Loans or a combination thereof, and, if Term SOFR Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of any such Loans. The Administrative notice, the Agent will shall promptly notify each affected Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share)thereof. If any such notice is given by the Companygiven, the Company shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to subsection 2.20. Any prepayment Partial prepayments of any Loan the Non-Extended Loans and the US Secured Loans shall be accompanied by all accrued interest on in an aggregate principal amount of $10,000,000 or a multiple of $5,000,000 in excess thereof. Partial prepayments of the Canadian/US Secured Loans shall be in an aggregate principal amount prepaidof (x) to the extent denominated in Dollars, together with$10,000,000 or a multiple of $5,000,000 in excess thereof and (y) to the extent denominated in Canadian Dollars, C$10,000,000 or a multiple of C$5,000,000 in excess thereof. Notwithstanding anything to the case of any Term SOFR Loancontrary contained herein, any additional amounts required GM shall not prepay the Competitive Loans except pursuant to Section 3.057. (b) If, on any date of determination, GM shall not be in compliance with the covenant set forth in subsection 6.6, GM shall promptly, and in any event within 5 Business Days, of such date prepay the US Secured Loans and/or Canadian/US Secured Loans made to GM, and/or cash collateralize any L/C Obligations with respect to Letters of Credit issued in favor of GM, as applicable by an amount necessary to cause GM to be in compliance with such covenant. (c) If, on any date of determination, the Borrowers shall not be in compliance with the covenant set forth in subsection 6.7, the Borrowers shall promptly, and in any event within 5 Business Days of such date, prepay the Canadian/US Secured Loans made to GM Canada and/or cash collateralize any L/C Obligations issued in favor of GM Canada by an amount necessary to cause the Borrowers to be in compliance with such covenant. (d) If, on any date of determination during a Material Production Event Period, GM shall not be in compliance with subsection 6.8, GM shall promptly, and in any event within 5 Business Days of such date, prepay, or cause GM Canada to prepay, such US Secured Loans and/or Canadian/US Secured Loans made to GM or GM Canada, as applicable, and/or cash collateralize any L/C Obligations issued on behalf of GM or GM Canada, as applicable, so as to cause it to be in compliance with such subsection. (e) If GM shall receive notice from the Agent or if GM otherwise has knowledge that the Total Secured Extensions of Credit exceeds the Extended Secured Commitments at any time, each Borrower shall promptly, and in any event within five Business Days of such notice or knowledge, prepay the Extended Secured Loans made to such Borrower and cash collateralize any L/C Obligations issued for the account of such Borrower such that, after giving effect thereto, the Total Secured Extensions of Credit does not exceed the Extended Secured Commitments.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty, subject to Section 2.04(i) below; 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. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.052.18. Subject to Section 2.21, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) In the event and on each occasion that (i) other than as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit in accordance with [[64957038000343]] Section 1. 09, (A) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (B) the Foreign Borrower Exposure exceeds $200,000,000, the Borrowers shall prepay Revolving Credit Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $200,000,000 or (ii) as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit pursuant to Section 1.09, (x) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (y) the Foreign Borrower Exposure exceeds $210,000,000, the Borrowers shall prepay Revolving Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $210,000,000. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Company or any Restricted Subsidiary in respect of any Prepayment Event that occurs on or after the Closing Date, the Company shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within five Business Days after such Net Proceeds are received), prepay Term Borrowings in an amount equal to such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Financial Officer of the Company to the effect that the Company intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within one year after receipt of such Net Proceeds to acquire, repair or restore assets to be used or useful in the business of the Company or the Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, of any Restricted Subsidiaries), or to consummate any Permitted Acquisition of Persons that will become, or assets that will be held by, Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, that will become Restricted Subsidiaries or be held by any Restricted Subsidiaries) permitted hereunder (but not of other Persons), and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such one-year period (or within a period of 180 days thereafter if by the end of such initial one-year period the Company or one or more Domestic Subsidiaries (or, to the extent permitted above, Foreign Subsidiaries) shall have entered into an agreement with a third party to acquire, repair or restore such assets, or to consummate such Permitted Acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. (d) In the event and on each occasion that, as a result of the receipt of any cash proceeds by the Company or any Restricted Subsidiary in connection with any Disposition [[64957038000343]] of any asset or any other event that occurs on or after the Closing Date, the Company or any other Loan Party would be required by the terms of any Indebtedness that is Subordinated Indebtedness with respect to the Loan Document Obligations (or any Refinancing Indebtedness in respect thereof) to repay, prepay, redeem, repurchase or defease, or make an offer to repay, prepay, redeem, repurchase or defease, any such Subordinated Indebtedness (or such Refinancing Indebtedness) or any other Subordinated Indebtedness, then, prior to the time at which it would be required to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer, the Company shall, if and to the extent it would reduce, eliminate or satisfy any such requirement, (i) prepay Term Borrowings or (ii) use such cash proceeds to acquire assets in one or more transactions permitted hereby. (e) Following the end of each fiscal year of the Company, commencing with the fiscal year ending December 31, 2025, the Company shall prepay Term Borrowings in an aggregate amount equal to the Specified ECF Percentage of Excess Cash Flow for such fiscal year; provided that such amount shall be reduced by the aggregate amount of voluntary prepayments of Term Borrowings and Revolving Credit Borrowings (but only to the extent accompanied by a permanent reductions of the corresponding Commitment) made pursuant to this Section 2.04 during such fiscal year and after the end of such fiscal year but prior to the date on which the prepayment pursuant to this paragraph (e) for such fiscal year is required to have been made, excluding any such prepayments to the extent financed from Excluded Sources. Each prepayment pursuant to this paragraph shall be made no later than the date that is five Business Days following the date on which financial statements are required to be delivered pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being. (f) Prior to any optional or mandatory prepayment of Borrowings under this Section, the applicable Borrower, or the Borrower Agent on its behalf, shall specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (g) of this Section 2.04. In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class are outstanding, the Company shall select Term Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Borrowings pro rata (including Term A-1 Loans, Term A-2 Loans, Term B Loans, Incremental Term Loans and Refinancing Term Loans) based on the aggregate principal amounts of outstanding Borrowings of each such Class. (g) The applicable Borrower, or the Borrower Agent on its behalf, shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder not later than the time that a Loan Notice would be required under Section 2.02 if such Borrower were requesting a Revolving Borrowing of the Type of Borrowing being prepaid; provided that if a Borrower delivers a Loan Notice in respect of the conversion or continuation of any Borrowing, such Borrowing shall not be prepaid until the Interest Period applicable to such Borrowing at the time such Loan Notice is delivered has expired. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that (A) if a notice of optional prepayment is given in [[64957038000343]] connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.05, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section 2.04 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 the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and currency as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.08 together with any additional amounts required pursuant to Section 2.18. (h) Notwithstanding the foregoing, the Company shall not be required to prepay any Term Borrowings with any Foreign Source Prepayment to the extent the repatriation to the Company of such Foreign Source Prepayment (i) would result in a material tax liability to the Company or any of its Restricted Subsidiaries, (ii) is prohibited or restricted by any applicable Requirement of Law or (iii) would conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such Foreign Source Prepayment shall not be required to prepay any Term Borrowings pursuant to Section 2.10(b); provided that, if such repatriation would no longer result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such an amount equal to such Foreign Source Prepayment shall be promptly repatriated to the Company and such proceeds shall thereafter be applied to the repayment of Term Borrowings pursuant to Section 2.04(c); and provided, further, that in the case of any Prepayment Event in respect of which the Net Proceeds are less than $20,000,000, no prepayment shall be required to be made in respect of any Net Proceeds as to which such repatriation would continue to result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties on the date 365 days following such Prepayment Event. (i) In the event that, on or prior to the date that is six months after the First Amendment2025 Refinancing Facility Effective Date, the Company (x) prepays, repays, refinances, substitutes or replaces any Term B Loans in connection with a Repricing Transaction (including any prepayment made as a result of clause (c) of the definition of Prepayment Event that constitutes a Repricing Transaction), or (y) effects any amendment, waiver or other modification of, or consent under, this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (A) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Term B Loans so prepaid, repaid, refinanced, substituted or replaced and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Term B Loans outstanding immediately prior to such amendment, waiver, modification or consent that are the [[64957038000343]] subject of such Repricing Transaction. If, on or prior to the date that is six months after the First Amendment2025 Refinancing Facility Effective Date, all or any portion of the Term B Loans held by any Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.15 as a result of, or in connection with, such Lender not consenting with respect to any amendment, waiver, modification or consent referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

Prepayments. The Company (a) Any Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty; provided that provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) such notice must be in the form of a form reasonably acceptable to the Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) three Business Days (or five Business Days, in the case of a Special Notice Currency) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice Notice of Loan Prepayment shall specify the date date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If a Notice of Loan Prepayment is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such Notice of Loan Prepayment shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any prepayment of Term SOFR Loans or Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, except as otherwise agreed by the Swing Line Lender in its sole discretion, (i) such notice must be in the form of a Notice of Loan Prepayment and 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 Notice of Loan Prepayment shall specify the date and amount of such prepayment. If a Notice of Loan Prepayment is given by the Company, the Company 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 ; provided, that, a Notice of any Loan shall be accompanied Prepayment delivered by all accrued interest on the amount prepaid, together withCompany may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the case Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrowers shall, within one (1) Business Day of any Term SOFR Loanreceipt of written notice from the Administrative Agent, any additional amounts prepay Committed Revolving Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 3.052.05(c) unless, after the prepayment in full of the Committed Revolving Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Alternative Currency Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to one hundred five percent (105%) of the Alternative Currency Sublimit then in effect, then, within three (3) Business Days after receipt of such notice, the Company shall prepay Alternative Currency Loans and/or Cash Collateralize Letters of Credit in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100%) of the Alternative Currency Sublimit then in effect.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company (which notice shall be in a form acceptable to the Administrative applicable Agent) to the applicable Agent, at any time or from time to time time, voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the applicable Agent: (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative such Agent not later than 11:00 a.m. (local time for such Agent) (A) two one (1) Business Days Day prior to any date of prepayment of Term SOFR Domestic Revolving Loans (other than Domestic Base Rate Loans), Canadian Revolving Loans, and PR Revolving Loans (other than Domestic Base Rate Loans), and U.K. Revolving Loans (other than Domestic Base Rate Loans), and (B) on the date of prepayment of any Domestic Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term Domestic Revolving Loans that are Eurodollar RateTerm SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of PR Revolving Loans that are Eurodollar RateTerm SOFR Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of Domestic 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 (ivv) any such notice may prepayment of Canadian Revolving Loans shall be conditioned upon the effectiveness in a principal amount of other Indebtedness C$1,000,000 (or the occurrence Dollar Equivalent thereof, as applicable) or a whole multiple of one C$100,000 (or more other transactions the Dollar Equivalent thereof, as applicable) in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (vi) any prepayment of U.K. Revolving Loans shall be in a principal amount of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or eventsEUR1,000,000 if denominated in Euro or a whole multiple of $500,000 in denominated in Dollars, £100,000 if denominated in Sterling, or EUR500,000 if denominated in Euro (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Revolving Loans to be prepaid andprepaid, and if Eurodollar Rate Loans or Alternative Currency Term SOFR RateSOFR Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative applicable 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any Revolving Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The applicable Borrower may, upon notice (which notice shall be in a form acceptable to the applicable Swing Line Lender and the applicable Agent) to the applicable Swing Line Lender (with a copy to the applicable Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the applicable Swing Line Lender, (i) such notice must be received by the applicable Swing Line Lender and the applicable Agent not later than 11:00 a.m. (local time for such Swing Line Lender) on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 (or the Alternative Currency Equivalent thereof) (or such smaller amount as may be agreed by the applicable Swing Line Lender). Each such notice shall specify the date, currency, and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (i) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the applicable Borrowers shall immediately prepay Loans, Cash Collateralize the L/C Obligations, and/or cash collateralize the outstanding Bankers’ Acceptances in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations or cash collateralize the outstanding Bankers’ Acceptances pursuant to this Section 2.05(c)(i) unless after the prepayment in full of the Loans the Total Outstandings exceeds the Aggregate Commitments then in effect. (i) If for any reason the Total Domestic Outstandings at any time exceed the Aggregate Domestic Commitments then in effect, ▇▇▇▇▇ shall immediately prepay Domestic Revolving Loans, Domestic Swing Line Loan and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, ▇▇▇▇▇ shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c)(ii) unless after the prepayment in full of the Domestic Revolving Loans and the Domestic Swing Line Loans, the Total Domestic Outstandings at such time exceed the Aggregate Domestic Commitments then in effect. (ii) Except as provided in Section 2.05(d)(i), if for any reason the Total Canadian Outstandings at any time exceed the Aggregate Canadian Commitments then in effect, the Canadian Borrowers shall immediately prepay Canadian Revolving Loans, Canadian Swing Line Loans and/or cash collateralize the outstanding Bankers’ Acceptances in an aggregate amount equal to such excess; provided, that, the Canadian Borrowers shall not be required to cash collateralize the outstanding Bankers’ Acceptances pursuant to this Section 2.05(c)(iii) unless after the prepayment in full of the Canadian Revolving Loans and the Canadian Swing Line Loans, the Total Canadian Outstandings at such time exceed the Aggregate Canadian Commitments then in effect.

Prepayments. The Company (a) Each Borrower may, upon irrevocable notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR LIBO Rate Loans, BBR Rate Loans, TIBOR Rate Loans or Canadian BA Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of LIBO Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Prime Rate Loans; (ii) any voluntary prepayment of Term SOFR Loans or SOFR Daily Floating LIBO Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any voluntary prepayment of Base BBR Rate Loans, TIBOR Rate Loans or Canadian BA Rate Loans shall be in a principal amount of $500,000 (or the Alternative Currency Equivalent thereof) or a whole multiple of $100,000 (or the Applicable Currency Equivalent thereof) in excess thereof; and (iv) any voluntary prepayment of Prime Rate Loans shall be in a principal amount of $500,000 (or the Applicable Currency Equivalent thereof) or a whole multiple of $100,000 (or the Applicable Currency Equivalent thereof) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR LIBO Rate Loans, BBR Rate Loans, TIBOR Rate Loans are to be prepaidor Canadian BA Rate Loans, 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company applicable Borrowers 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 any a LIBO Rate Loan, a BBR Rate Loan, a TIBOR Rate Loan or a Canadian BA Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) Each Borrower may, upon irrevocable notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 (or the Alternative Currency Equivalent thereof) or CD$100,000, as applicable, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given, 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 Total Domestic Outstandings at any time exceed the Domestic Loan Cap as then in effect, the Domestic Borrowers shall immediately prepay Committed Domestic Loans, Swing Line Loans made to the Domestic Borrowers and Domestic L/C Borrowings and/or Cash Collateralize the Domestic L/C Obligations (other than Domestic L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Domestic Borrowers shall not be required to Cash Collateralize the Domestic L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Domestic Loans the Total Domestic Outstandings exceed the lesser of the Aggregate Domestic Commitments or the Domestic Borrowing Base, each as 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. (d) Except as provided in Section 2.01(c), if for any reason the Total Canadian Outstandings at any time exceed the Canadian Loan Cap as then in effect, the Canadian Borrower shall immediately prepay Committed Canadian Loans, Swing Line Loans made to the Canadian Borrower and Canadian L/C Borrowings and/or Cash Collateralize the Canadian L/C Obligations (other than Canadian L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Canadian Borrower shall not be required to Cash Collateralize the Canadian L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Canadian Loans the Total Canadian Outstandings exceed the lesser of the Aggregate Canadian Commitments or the Canadian Borrowing Base, each as then in effect; and further provided that notwithstanding the foregoing, to the extent that the Canadian Borrower is required to prepay loans and cash collateralize Letters of Credit solely as a result of a Currency Recalculation, such payments and cash collateral shall be due and payable two (2) Business Days after the Canadian Borrower receives notice of such Currency Recalculation. (e) Except as provided in Section 2.01(c), if for any reason the Total Australian Outstandings at any time exceed the Australian Loan Cap as then in effect, the Australian Borrower shall immediately prepay Committed Australian Loans, Swing Line Loans made to the Australian Borrower and Australian L/C Borrowings and/or Cash Collateralize the Australian L/C Obligations (other than Australian L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Australian Borrower shall not be required to Cash Collateralize the Australian L/C Obligations pursuant to this Section 2.05(e) unless after the prepayment in full of the Australian Loans the Total Australian Outstandings exceed the lesser of the Aggregate Australian Commitments or the Australian Borrowing Base, each as then in effect; and further provided that notwithstanding the foregoing, to the extent that the Australian Borrower is required to prepay loans and cash collateralize Letters of Credit solely as a result of a Currency Recalculation, such payments and cash collateral shall be due and payable two (2) Business Days after such Borrower receives notice of such Currency Recalculation. (f) Except as provided in Section 2.01(c), if for any reason the Total Japanese Outstandings at any time exceed the Japanese Loan Cap as then in effect, the Japanese Borrower shall immediately prepay Committed Japanese Loans, Swing Line Loans made to the Japanese Borrower and Japanese L/C Borrowings and/or Cash Collateralize the Japanese L/C Obligations (other than Japanese L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Japanese Borrower shall not be required to Cash Collateralize the Japanese L/C Obligations pursuant to this Section 2.05(f) unless after the prepayment in full of the Japanese Loans the Total Japanese Outstandings exceed the lesser of the Aggregate Japanese Commitments or the Japanese Borrowing Base, each as then in effect; and further provided that notwithstanding the foregoing, to the extent that the Japanese Borrower is required to prepay loans and cash collateralize Letters of Credit solely as a result of a Currency Recalculation, such payments and cash collateral shall be due and payable two (2) Business Days after such Borrower receives notice of such Currency Recalculation. (g) The Borrowers shall prepay the Loans in accordance with the provisions of Section 6.14 hereof. (h) The North America Borrowing Base Parties shall prepay the Loans made to each of them in an amount equal to the Net Proceeds received (i) in the case of a Domestic Borrower, by a Loan Party, and (ii) in the case of the Canadian Borrower, by a Canadian Loan Party, in each case, on account of a Prepayment Event in the event that a Cash Dominion Event then exists or would arise therefrom. The Foreign Borrowers (other than the Canadian Loan Parties) shall prepay the Loans in an amount equal to the Net Proceeds received (i) in the case of an Australian Borrower, by an Australian Loan Party, and (ii) in the case of a Japanese Borrower, by a Japanese Loan Party, in each case, on account of a Prepayment Event whether or not a Cash Dominion Event then exists. Nothing in this Section 2.05(h) shall be construed to constitute any Agent’s or any Lender’s consent to any Prepayment Event that is not permitted by other provisions of this Agreement or the other Loan Documents. (i) Prepayments made pursuant to (i) Section 2.05(c), (ii) to the extent representing funds on deposit in the Domestic Concentration Account, Section 2.05(g) and (iii) to the extent the Net Proceeds received by a Domestic Loan Party from a Prepayment Event relating to a Domestic Loan Party, Section 2.05(h), first, shall be applied ratably to the Domestic L/C Borrowings and the Swing Line Loans made to the Domestic Borrowers, second, shall be applied ratably to the outstanding Committed Domestic Loans, and third, the amount remaining, if any, after the prepayment in full of all Domestic L/C Borrowings, Swing Line Loans made to the Domestic Borrowers and Committed Domestic Loans outstanding at such time may be retained by (or shall be returned to) the Domestic Borrowers for use in a manner not prohibited by this Agreement. (j) Prepayments made pursuant to (i) Sections 2.05(d), 2.05(e) or 2.05(f) (ii) to the extent representing funds on deposit in a Foreign Concentration Account, Section 2.05(g) and (iii) to the extent the Net Proceeds received a Foreign Loan Party from a Prepayment Event relating to a Foreign Loan Party, Section 2.05(h), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans made to such Foreign Borrower, second, shall be applied ratably to the outstanding Committed Loans made to such Borrower, and third the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Loans outstanding at such time made to a Foreign Borrower may be retained by (or shall be returned to) such Foreign Borrower for use in a manner not prohibited by this Agreement. (k) In the case of Loans and Letters of Credit denominated in Alternative Currencies, the Administrative Agent shall with the delivery of each Borrowing Base Certificate, and may, at its discretion, at other times, recalculate the aggregate exposure under such Loans and Letters of Credit denominated in Alternative Currencies at any time to account for fluctuations in exchange rates affecting the Alternative Currencies in which any such non-Dollar Loans and Letters of Credit are denominated (a “Currency Recalculation”). Following written notice from the Administrative Agent, the applicable Borrowers shall promptly make payments in accordance with the provisions of Sections 2.05(c), (d), (e) and (f) hereof, to the extent necessary as a result of any such recalculation.

Prepayments. The Company (a) Borrowers may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two 3 Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) 4 Business Days (or 5, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, and if Term SOFR Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrowers, the Company Borrowers 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 any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the applicable Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) Borrowers may, upon notice to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Borrowers, 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 Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided 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 Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. The 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 further exchange rate fluctuations. (d) If the Agent notifies Borrowers at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at any time exceeds the Alternative Currency Sublimit then in effect, then, within 2 Business Days after receipt of such notice, the Borrowers 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. (e) If for any reason the Outstanding Amount of Revolving Loans, L/C Obligations, and Swing Line Loans ever exceeds the Revolving Committed Amount, then, subject to Section 2.01(c), Borrowers shall promptly, and in any event no later than 3 Business Days after written notice from Agent, prepay the Revolving Facility in an amount equal to the excess, together with all accrued and unpaid interest on the principal amount prepaid and any additional amounts required pursuant to Section 3.05 and/or Cash Collateralize the L/C Obligations; provided that, Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(f) unless after the prepayment in full of the Revolving Facility the Total Outstandings exceed the Aggregate Commitments then in effect. All such prepayments shall be applied ratably among the Revolving Notes (based on the proportion of each Revolving Note’s outstanding principal to the Outstanding Amount of all Revolving Loans). (f) On the date such amounts are received by, or for the account of, Borrowers (or the applicable Company), or in respect of clause (vi) below, on the date specified in Section 6.02(c), the following amounts shall be paid to Agent in the form received with any endorsement or assignment and shall be applied to Outstanding Amount of Term Loans in accordance with this Section 2.05(g): (i) 100% of the Net Proceeds of any Funded Indebtedness incurred by any Company after the Closing Date, excluding the Obligations; (ii) 50% of the Net Proceeds from the issuance of any Equity Interest by any Company, excluding Equity Interests issued (A) to officers or employees of any Borrower as part of a compensation agreement, (B) to any current holder of an Equity Interest in any Borrower pursuant to a commitment that became legally enforceable against any Borrower prior to the Closing Date, and (C) in connection with an Acquisition to which Agent has given its prior written consent; (iii) 100% of the Net Proceeds from the Disposition of any asset of any Company (excluding Dispositions expressly permitted under Section 7.05), unless, prior to or within 30 days after the applicable Company’s receipt of the proceeds, a Responsible Officer of Parent delivers to Agent a certificate certifying that such proceeds will be used to purchase a replacement asset that is substantially similar to the asset being Disposed of or to acquire another asset useful in such Company’s business within 60 days after such Company receives such proceeds; (iv) 100% of Insurance Proceeds, unless, prior to or within 30 days after the applicable Company’s receipt of the Insurance Proceeds, a Responsible Officer of Parent delivers to Agent a certificate certifying that such proceeds will be used to repair, restore or replace the remaining portion of the damaged property or to acquire another asset useful in such Company’s business within 180 days after such Company receives such proceeds (or such longer period of time as Agent and Parent agree is reasonable for the replacement of such damaged property); (v) 100% of Eminent Domain Proceeds, unless, prior to or within 30 days after the applicable Company’s receipt of the Eminent Domain Proceeds, a Responsible Officer of Parent delivers to Agent a certificate certifying that such proceeds will be used to repair, restore or replace the remaining portion of the condemned property or to acquire another asset useful in such Company’s business within 180 days after such Company receives such proceeds (or such longer period of time as Agent and Parent agree is reasonable for the replacement of such damaged property); Borrowers shall promptly apply such amounts to prepay the Outstanding Amounts of the Term Loans, together with all accrued and unpaid interest on the principal amount prepaid, until paid in full. All such prepayments shall be applied ratably among the Term Notes (based on the proportion of each Term Note’s outstanding principal to the Outstanding Amount of all Term Loans) and then to the scheduled principal payments on each Term Note in the inverse order of their maturity. After the Term Facility has been paid in full, (a) if no Default or Event of Default exists, any excess proceeds shall be delivered to Borrower, and (b) if a Default or Event of Default exists, Borrower shall promptly apply the remaining proceeds to prepay the Outstanding Amounts of the Revolving Loans, together with all accrued and unpaid interest on the principal amount prepaid, until the Revolving Facility is paid in full. All remaining proceeds shall be applied to Cash Collateralize the L/C Obligations, with any excess proceeds being delivered to Borrower any other Person entitle to receive such amounts. If all or part of the proceeds excluded from the mandatory prepayment requirements of this Section 2.05 in accordance with clauses (iii), (iv), or (v) above, are not used as certified within time specified in the applicable certificate, the remaining portion of such proceeds shall immediately be paid to Agent as a mandatory prepayment to be applied in accordance with this Section 2.05.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed RC 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. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, Floating Rate Loans and (B) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate USD Committed RC Loans shall be in a principal amount of $5,000,000 US$2,000,000 or a whole multiple of $1,000,000 US$500,000 in excess thereof; (iii) any prepayment of Euro RC Loans shall be in a principal amount of €1,000,000 or a whole multiple of €500,000 in excess thereof; (iv) any prepayment of Australian Dollar RC Loans shall be in a principal amount of A$2,000,000 or a whole multiple of A$500,000 in excess thereof; and (v) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 US$100,000 or a whole multiple of $US$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Floating 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, in respect of the applicable Tranche, of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If Unless the Borrower revokes such notice is given by at least one (1) Business Day prior to the Companyspecified prepayment date, the Company 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 any a Floating Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of USD-A Committed RC Loans, USD-B Committed RC Loans or Multicurrency Committed RC Loans, as applicable. (b) The Borrower may, upon notice to the Swing Line Lenders (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lenders 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 US$100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Maximum Available Amount then in effect, the Borrower shall within three (3) Business Days after notice from the Administrative Agent (i) prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Maximum Available Amount then in effect and/or (ii) add one or more additional Unencumbered Assets such that Total Outstandings no longer exceed the Maximum Available Amount then in effect. (d) If the Facility Exposure under the Multicurrency RC Credit Tranche shall at any time exceed 105% of the Multicurrency RC Credit Commitments, the Borrower shall, within five Business Days after written notice thereof shall have been given to the Borrower by the Administrative Agent, prepay an aggregate principal amount of the Australian Dollar RC Loans and/or Eurocurrency Rate Committed RC Loans in an amount equal to the amount by which the Facility Exposure attributable to the Multicurrency RC Credit Tranche following such prepayment shall not exceed the aggregate Multicurrency RC Credit Commitments. (e) For the avoidance of doubt, any payment or prepayment of principal and/or interest in respect of the Loans made by Safe Harbor (or any other Subsidiary) in accordance herewith shall be deemed to have the same effect hereunder as a payment or prepayment made by the Borrower.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term A-1 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. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Revolving Credit Loans denominated in Special Notice Currencies (including, without limitation, Australian Dollars)) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of the applicable Alternative Currency Equivalent of $5,000,000 or a whole multiple of the applicable Alternative Currency Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s Pro Rata Share ratable portion of such prepayment (based on such Appropriate Lender’s Pro Rata ShareApplicable Percentage of such prepayment in respect of the relevant Facility). If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Each prepayment of the outstanding Term A-1 Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in such order as the Company shall direct (and absent such direction, in direct order of maturity). (b) The Company or the applicable Specified Foreign Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than (A) in the case of Domestic Swing Line Loans, 1:00 p.m. on the date of the prepayment and (B) in the case of Foreign Swing Line Loans, 10:00 a.m. (London time) on the date that is one Business Day prior to the date of such prepayment and (ii) any such prepayment shall be in a minimum principal amount (A) $100,000, in the case of Domestic Swing Line Loans and (B) the applicable Alternative Currency Equivalent of $500,000, in the case of Foreign Swing Line Loans. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings that are not Cash Collateralized by the Company or another Borrower at such time exceed an amount equal to 105% of the Revolving Credit Facility then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment or Cash Collateralization to an amount not to exceed 100% of the Revolving Credit Facility then in effect; provided, however, that, subject to the provisions of Section 2.03(k), 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 Revolving Credit Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility 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 further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Swing Line Loans that are not Cash Collateralized by the Company or another Borrower made to the Borrowers at such time exceeds an amount equal to 105% of the Swing Line Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay the Swing Line 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 Swing Line Sublimit. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans made to Foreign Borrowers at such time exceeds an amount equal to 105% of the Maximum Foreign Borrower Sublimit then in effect, then, within two Business Days after receipt of such notice, the Foreign Borrowers shall prepay Revolving Credit Loans made to them in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed 100% of the Maximum Foreign Borrower Sublimit. (f) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans made to a Foreign Borrower at such time exceeds an amount equal to 105% of the Foreign Borrower Sublimit applicable to such Foreign Borrower, then, within two Business Days after receipt of such notice, such Foreign Borrower shall prepay Revolving Credit Loans made to it in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed 100% of the Foreign Borrower Sublimit applicable to such Foreign Borrower.

Prepayments. The (a) Subject to Sections 5.06(a) and 5.06(b), the Company may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such at least four Business Days’ prior notice must be in a form reasonably acceptable to the Administrative Agent and be received by Agent, in the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date case of a prepayment of Term SOFR Loans, (B) on the date of prepayment of Base Offshore Rate Loans, and (Cii) at least one Business Day Day’s prior notice to any date the Agent, in the case of a prepayment of SOFR Daily Floating Reference Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a , prepay, ratably the outstanding principal amount of $5,000,000 the Committed Loans or a the Term Loans, or both, in whole multiple or in part, together with accrued interest to the date of $1,000,000 in excess thereof; (iii) any such prepayment of Base Rate Loans shall be in a on the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orprepaid, in each case, if less, the entire minimum principal amount thereof then outstanding; and (iv) any such amounts as set forth in Section 2.08(b). Such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice prepayment shall specify (i) the date and amount of such prepayment, (ii) whether such prepayment is of Reference Rate Loans or Offshore Rate Loans, or any combination thereof, and whether such Loans constitute Committed Loans or Term Loans, and (iii) the Applicable Currency. Such notice shall not thereafter be revocable by the Company and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify (i) in the case of Committed Loans, each Lender of its receipt of each such notice, with an outstanding Committed Loan and of the amount of such Lender’s Pro Rata Share of such prepayment prepayment, (based on ii) in the case of Term Loans, each Lender with an outstanding Term Loan and of such Lender’s Term Loan Pro Rata Share)Share of such prepayment, and (iii) in the case of Swing Line Loans, the Swing Line Lender thereof and of the amount of such prepayment. If such notice is given by the Company, the Company 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 any Loan shall be accompanied by all , together with accrued interest to each such date on the amount prepaid, together with, in the case of prepaid and any Term SOFR Loan, any additional amounts required pursuant to Section 3.055.06. (b) Each partial prepayment of Committed Loans or Term Loan shall be, (i) in the case of Offshore Rate Loans denominated in Dollars, in the aggregate principal amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof, (ii) in the case of Offshore Currency Loans, in the aggregate principal amount of the lesser of (A) the Equivalent Amount of $20,000,000 and (B) 20,000,000 units of Offshore Currency, and (C) in the case of Reference Rate Loans, in the aggregate principal amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof; provided, however, that, if the aggregate amount of Offshore Rate Loans comprised in the same Committed Borrowing would be reduced as a result of any voluntary prepayment to an amount less than $20,000,000, such Offshore Rate Loans shall automatically Convert into Reference Rate Loans on the last day of the then current Interest Period (for purposes of which any Offshore Currency Loans shall first be redenominated into Loans denominated in Dollars). (c) Bid Loans may not be prepaid. (d) Subject to Section 5.06(d), the Company may, upon notice to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such Table of Contents prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (e) If a notice of prepayment is given, such notice shall be irrevocable and the principal amount stated in such notice, together with accrued interest thereon and any amount payable pursuant to Section 5.06(a), Section 5.06(b) or Section 5.06(d), shall be due and payable on the date specified in such notice. The Agent shall promptly notify each Lender of its receipt of any notice of prepayment under this Section 2.08. (f) If for any reason the aggregate principal Equivalent Amount in Dollars of all Loans (other than Term Loans) and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, the Company shall immediately prepay Loans (other than Term Loans) and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. The Company (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 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. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurodollar Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of EurocurrencyEurodollar Rate Loans denominated in Alternative Currencies and (C) on the date of prepayment of Base Rate Committed Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurodollar Rate Loans (whether in Dollars or an Alternative Currency) shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof (or, if such prepayment is in an Alternative Currency, an approximately equivalent amount in the relevant currency, as agreed by the Company and Administrative Agent) and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. 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 SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, each such prepayment shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company 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 Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Company may, upon notice from the Company to the Administrative Agent, Companies may at any time or and from time to time voluntarily prepay Loans the then outstanding Loans, in whole or in part part, without premium or penalty; , except as provided that (i) such in Section 3.08 with respect to any prepayment or payment of a Fixed Rate Loan on a date other than the last day of the Interest Period with respect thereto, upon written notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender (or telephonic notice promptly confirmed in writing) not later than 11:00 a.m. (A) two New York, New York time), three Business Days prior to any date of prepayment of Term SOFR Loans, (B) on before the date of prepayment with respect to prepayments of Base Fixed Rate Loans, and or 11:00 a.m. (CNew York, New York time) one Business Day prior to any before the date of prepayment of SOFR Daily with respect to CB Floating Rate Loans; (ii) any . Each notice shall be irrevocable and shall specify the date and amount of prepayment and whether such prepayment is of Term SOFR Loans or SOFR Daily Adjusted Libor Loans, CB Floating Rate Loans or Quoted Rate Loans, or a combination thereof, and if a combination thereof, the amount of prepayment allocable to each. If such notice is given, the Companies shall make such prepayment, and the amount specified in such notice shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any due and payable, on the date specified therein. Each partial prepayment of Base a Fixed Rate Loans Loan pursuant to this Section 3.03 shall be in a principal amount of $500,000 or a whole multiple multiples of $100,000 in excess thereof or, thereof. Each partial prepayment of a CB Floating Rate Loan pursuant to this Section 3.03 shall be in each case, if less, the entire a principal amount thereof then outstanding; and of $250,000 or whole multiples of $100,000 in excess thereof. (ivb) any such notice may Each prepayment of principal of a Loan pursuant to this Section 3.03 shall be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify accompanied by accrued interest to the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 on the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share)prepaid. If such notice is given Unless otherwise directed by the CompanyCompanies pursuant to Section 3.03(a), the Company 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 partial prepayments of any Loan shall be accompanied by all accrued interest on applied first to outstanding CB Floating Rate Loans and then to Fixed Rate Loans in such order as the amount prepaid, together with, Lender shall determine in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05its sole and absolute discretion.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative AgentAgents, at any time or from time to time time, voluntarily prepay the Committed Loans and the Term Loans of any Class 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 Agents and be received by the Administrative Agent Agents not later than 11:00 a.m. (Ax) two 1:00 p.m. three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (By) 11:00 a.m. on the any date of prepayment of Base Rate LoansLoans or Canadian Prime Rate Loans (and otherwise, and (C) one Business Day prior to Days’ notice shall be required for any date of prepayment of SOFR Daily Floating Rate Loanssuch prepayment); (iiB) any such prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 the U.S. Dollar Equivalent of U.S.$5,000,000 or a whole multiple of $1,000,000 the U.S. Dollar Equivalent of U.S.$1,000,000 in excess thereof; (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 U.S.$1,000,000 or a whole multiple of $100,000 U.S.$500,000 in excess thereof; and (D) any prepayment of Canadian Prime Rate Loans shall be in a principal amount of C$1,000,000 or a whole multiple of C$500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify (w) the date and amount and currency of such prepayment and prepayment, (x) whether the Loan to be prepaid is a Term Loan or a Committed Loan (or other Borrowing, if applicable), (y) the Type(s) of Loans to be prepaid and, and (z) if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent Agents will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Pro Rata ShareApplicable Percentage). If such notice is given by the Companygiven, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, debt issuances or incurrences, equity issuances or the occurrence of any other identifiable transaction, in which case such notice may be revoked by the Borrower (by notice to the Agents on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.19, each such prepayment of the Term Loan shall be applied to the Term Loan and shall be paid to the Lenders in accordance with their respective Applicable Percentages of the Term Loan. Subject to Section 2.19, each such prepayment of the Committed Loan of any Class shall be applied to the Committed Loans outstanding in such Class on a pro rata basis among the applicable Lenders of such Class in accordance with their Applicable Percentages of the Committed Loans of such Class. The Borrower shall not be permitted to prepay any Bankers’ Acceptance or BA Equivalent Notes at any time; provided that the Borrower may Cash Collateralize any Bankers’ Acceptance or BA Equivalent Notes by depositing the full face amount of such Bankers’ Acceptance and/or BA Equivalent Notes for application to such Bankers’ Acceptance or BA Equivalent Notes, as the case may be, on the applicable Contract Maturity Date. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Agents), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Agents 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 U.S.$100,000 in the case of U.S. Dollar Swing Line Loans (or such lesser amount as approved by the Swing Line Lender) and C$100,000 in the case of Canadian Dollar Swing Line Loans (or such lesser amount as approved by the Swing Line Lender). Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings (or any Class thereof) at any time exceed the Aggregate Commitments (or any Class thereof) then in effect (or 105% of the Aggregate Commitments (or any Class thereof) then in effect solely to the extent due to currency fluctuation), the Borrower shall promptly (and, in any event, within three (3) Business Days after receipt by the Borrower of written notice detailing such excess) prepay Committed Loans, Cash Collateralize Bankers’ Acceptances and BA Equivalent Notes and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to (i) such excess, to the extent Committed Loans are being prepaid, or (ii) the Minimum Collateral Amount with respect to such excess, to the extent L/C Obligations are being Cash Collateralized, or (iii) the aggregate Face Amount thereof with respect to such excess, to the extent Bankers’ Acceptances and BA Equivalent Notes are being Cash Collateralized; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations, Bankers’ Acceptances or BA Equivalent Notes pursuant to this clause (c) unless after the prepayment in full of the Loans, the Total Revolving Outstandings exceed the Aggregate Commitments then in effect; provided further, however, that if it is determined on any subsequent day that any such prepaid or Cash Collateralized amount exceeds the amount of such excess, the Borrower may withdraw (by written notice to the Agents) the amount by which such excess has been reduced. The Agents 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 further exchange rate fluctuations. No Default or Event of Default shall arise hereunder or under any other Loan Document as a result of currency fluctuations so long as the Borrower timely complies with the prepayment and Cash Collateral requirements set forth in this Section 2.06.

Prepayments. (a) Optional. (i) The Company Borrowers may, subject to Section 2.05(a)(iii), upon notice from the Company to the Administrative AgentAgent by the Borrowers, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty, except as set forth in Section 2.05(a)(vi); provided that 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 11:30 a.m. (A1) two Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans (unless otherwise agreed by the Administrative Agent), (B2) two Business Days prior to any date of prepayment of SOFR Loans (unless otherwise agreed by the Administrative Agent) or (3) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (iiB) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of 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 or, in each case, if less, the entire principal amount thereof then outstanding; (C) any prepayment of SOFR Loans shall be in a minimum amount of $1,000,000, or a whole multiple of an amount of $100,000 in excess thereof, or, in each case, if less, the entire principal amount thereof then outstanding and (ivD) any such notice may prepayment of Base Rate Loans shall be conditioned upon in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the effectiveness of other Indebtedness or the occurrence of one or more other transactions or eventsentire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company subject to Section 2.05(a)(iii), 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 any a Eurocurrency Rate Loan or SOFR Loan, as applicable, shall be be, as set forth in Section 2.05(c), accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.053.10. Each prepayment of the principal of, and interest on, any Revolving Credit Loans shall be made in the relevant Available Currency. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), a Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share provided for under this Agreement. (ii) The Borrowers may, subject to Section 2.05(a)(iii) below, 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; provided that (A) 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 (B) any such prepayment shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, subject to Section 2.05(a)(iii), such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, subject to the payment of any amounts owing pursuant to Section 3.10, the Borrowers may rescind (or delay the date of prepayment identified in) any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility or was otherwise contingent upon the occurrence of any other event or satisfaction of any other condition, which refinancing or other event shall not be consummated or shall otherwise be delayed or which condition shall not have been (or in the good faith judgment of the Borrowers is not likely to be) satisfied. (iv) Voluntary prepayments of any Class of Term Loans permitted pursuant to Section 2.05(a)(i) shall be applied in a manner determined at the discretion of the Borrowers and specified in the notice of prepayment. (v) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Event of Default has occurred and is continuing and (y) only to the extent funded at a discount, no proceeds of Revolving Credit Loans are applied to fund any purchase or prepayment under sub-clause (ii) of this clause (v), any Borrower Party (or, in the case of a direct prepayment, the relevant Borrower) may (i) purchase outstanding Term Loans on a non-pro rata basis through open market purchases (pursuant to Section 10.07(k)) or (ii) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (ii) only shall be prepaid without premium or penalty on the following basis: (A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty. (1) Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof, and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (1) Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (2) If there is at least one Discount Prepayment Accepting Lender, the relevant Borrower Party will make a prepayment of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to Section 2.05(a)(v)(B)(2); provided that if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the applicable Borrower Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the applicable Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to Section 2.05(a)(v)(J)). (1) Any Borrower Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid by such Borrower Party (it being understood that different Discount Ranges or Discount Range Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof, and (IV) unless rescinded, each such solicitation by the applicable Borrower Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class or Classes and the maximum aggregate principal amount and Classes of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range. (1) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (C). The relevant Borrower Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to Section 2.05(a)(v)(C)(3)) at the Applicable Discount (each such Term Lender, a “Discount Prepayment Participating Lender”). (2) If there is at least one Discount Prepayment Participating Lender, the relevant Borrower Party will prepay the respective outstanding Term Loans of each Discount Prepayment Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Discount Prepayment Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Discount Prepayment Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Discount Prepayment Participating Lenders”) shall be made pro rata among the Identified Discount Prepayment Participating Lenders in accordance with the Submitted Amount of each such Identified Discount Prepayment Participating Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five Business Days following the Discount Rang

Prepayments. (a) (i) The Company Borrowers may, upon notice from by the Company Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty, except as set forth in Section 2.05(a)(v); with respect to the 2021 Incremental Term Loans and Section 2.09(c) with respect to the 2023 Term Loans; provided that (i1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two 12:30 p.m. (New York, New York time in the case of Loans denominated in Dollars, or London time in the case of Loans denominated in Euros) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Benchmark Rate Loans (unless otherwise agreed by the Administrative Agent) and (B) 11:00 a.m. (New York, New York time) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii2) any prepayment of Term SOFR Loans or SOFR Daily Floating Benchmark Rate Loans shall be in a principal amount Dollar Amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (iii3) 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 thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans are and the order of Borrowing(s) to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyLead Borrower, the Company Borrowers 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 any a Benchmark Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share provided for under this Agreement.

Prepayments. The Company may, upon notice from the Company to the Administrative Agent, (a) Borrower may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part without premium or penalty; provided that (i) such part, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two at least three Business Days prior to any date thereto in the case of prepayment of Term SOFR Loans, (B) on the date of prepayment of Base Rate Loans, LIBOR Loans and (C) at least one Business Day prior to any date thereto in the case of prepayment of SOFR Daily Floating Prime Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such which notice shall specify the date and amount of such prepayment and whether the Type(sprepayment is of LIBOR Loans or Prime Rate Loans; provided that the following prepayment fees are paid at the time of prepayment: (i) if a LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, Borrower shall also pay any amounts owing pursuant to Section 2.13 and (ii) except for scheduled payments pursuant to Section 2.3(a) and as provided in Section 2.4(c) below, if all or any portion of the Loans are prepaid from the Closing Date through April 30, 2002, a fee equal to one-half of one percent (0.5%) of the amount prepaid shall be paid and if all or any portion of the Loans is prepaid from and after May 1, 2002 through January 11, 2003, a fee equal to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(sone percent (1%) of the amount prepaid shall be paid. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share)thereof. If any such notice is given by the Companygiven, the Company 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 , together with (except in the case of any Loan shall be accompanied by all Loans that are Prime Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of the Loans shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. (b) When Borrower or SALII receives any cash payment of principal under the Notes Receivables, together withsuch payments shall be immediately (within two Business Days) of receipt be delivered to Administrative Agent and used to prepay the principal of the Loans. (c) Any additional capital raised by Borrower from debt or equity shall be immediately used to prepay the Loans at that time, excluding transactions in the case ordinary course of any Term SOFR Loan, any additional amounts required pursuant business relating to Section 3.05project finance or project refinance by Borrower and/or its Subsidiaries and excluding proceeds of sale-manageback transactions involving consolidated Subsidiaries. (d) All prepayments shall be applied in the reverse order of maturity.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that 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. (A) two three (3) Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5), in the case of prepayment of Revolving Credit Loans denominated in Special Notice Currencies (including Australian Dollars)) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of the applicable Alternative Currency Equivalent of $5,000,000 or a whole multiple of the applicable Alternative Currency Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s Pro Rata Share ratable portion of such prepayment (based on such Appropriate Lender’s Pro Rata ShareApplicable Percentage of such prepayment). If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Company or the applicable Specified Foreign Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than (A) in the case of Domestic Swing Line Loans, 1:00 p.m. on the date of the prepayment and (B) in the case of Foreign Swing Line Loans, 10:00 a.m. (London time) on the date that is one (1) Business Day prior to the date of such prepayment and (ii) any such prepayment shall be in a minimum principal amount (A) $100,000, in the case of Domestic Swing Line Loans and (B) the applicable Alternative Currency Equivalent of $500,000, in the case of Foreign Swing Line Loans. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings that are not Cash Collateralized by the Company or another Borrower at such time exceed an amount equal to one hundred five percent (105%) of the amount of the Facility then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment or Cash Collateralization to an amount not to exceed one hundred percent (100%) of the amount of the Facility then in effect; provided, however, that, subject to the provisions of Section 2.03(k), 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 Revolving Credit Loans the Total Outstandings exceed the amount of the Facility 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 further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Swing Line Loans that are not Cash Collateralized by the Company or another Borrower made to the Borrowers at such time exceeds an amount equal to one hundred five percent (105%) of the Swing Line Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall prepay the Swing Line Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100%) of the Swing Line Sublimit. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans made to Foreign Borrowers at such time exceeds an amount equal to one hundred five percent (105%) of the Maximum Foreign Borrower Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Foreign Borrowers shall prepay Revolving Credit Loans made to them in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed one hundred percent (100%) of the Maximum Foreign Borrower Sublimit. (f) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Revolving Credit Loans made to a Foreign Borrower at such time exceeds an amount equal to one hundred five percent (105%) of the Foreign Borrower Sublimit applicable to such Foreign Borrower, then, within two (2) Business Days after receipt of such notice, such Foreign Borrower shall prepay Revolving Credit Loans made to it in an aggregate amount sufficient to reduce such Outstanding Amount of such Loans as of such date of payment to an amount not to exceed one hundred percent (100%) of the Foreign Borrower Sublimit applicable to such Foreign Borrower.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.052.18. Subject to Section 2.21, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) In the event and on each occasion that (i) other than as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit in accordance with Section 1.09, (A) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (B) the Foreign Borrower Exposure exceeds $200,000,000, the Borrowers shall prepay Revolving Credit Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $200,000,000 or (ii) as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit pursuant to Section 1.09, (x) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (y) the Foreign Borrower Exposure exceeds $210,000,000, the Borrowers shall prepay Revolving Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $210,000,000. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Company or any Restricted Subsidiary in respect of any Prepayment Event, the Company shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within five Business Days after such Net Proceeds are received), prepay Term Borrowings in an amount equal to such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Financial Officer of the Company to the effect that the Company intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within one year after receipt of such Net Proceeds to acquire, repair or restore assets to be used or useful in the business of the Company or the Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, of any Restricted Subsidiaries), or to consummate any Permitted Acquisition of Persons that will become, or assets that will be held by, Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, that will become Restricted Subsidiaries or be held by any Restricted Subsidiaries) permitted hereunder (but not of other Persons), and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such one-year period (or within a period of 180 days thereafter if by the end of such initial one-year period the Company or one or more Domestic Subsidiaries (or, to the extent permitted above, Foreign Subsidiaries) shall have entered into an agreement with a third party to acquire, repair or restore such assets, or to consummate such Permitted Acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. (d) In the event and on each occasion that, as a result of the receipt of any cash proceeds by the Company or any Restricted Subsidiary in connection with any Disposition of any asset or any other event, the Company or any other Loan Party would be required by the terms of any Indebtedness that is Subordinated Indebtedness with respect to the Loan Document Obligations (or any Refinancing Indebtedness in respect thereof) to repay, prepay, redeem, repurchase or defease, or make an offer to repay, prepay, redeem, repurchase or defease, any such Subordinated Indebtedness (or such Refinancing Indebtedness) or any other Subordinated Indebtedness, then, prior to the time at which it would be required to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer, the Company shall, if and to the extent it would reduce, eliminate or satisfy any such requirement, (i) prepay Term Borrowings or (ii) use such cash proceeds to acquire assets in one or more transactions permitted hereby. (e) Following the end of each fiscal year of the Company, commencing with the fiscal year ending December 31, 2024, the Company shall prepay Term Borrowings in an aggregate amount equal to the Specified ECF Percentage of Excess Cash Flow for such fiscal year; provided that such amount shall be reduced by the aggregate amount of voluntary prepayments of Term Borrowings and Revolving Credit Borrowings (but only to the extent accompanied by a permanent reductions of the corresponding Commitment) made pursuant to this Section 2.04 during such fiscal year and after the end of such fiscal year but prior to the date on which the prepayment pursuant to this paragraph (e) for such fiscal year is required to have been made, excluding any such prepayments to the extent financed from Excluded Sources. Each prepayment pursuant to this paragraph shall be made no later than the date that is five Business Days following the date on which financial statements are required to be delivered pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being. (f) Prior to any optional or mandatory prepayment of Borrowings under this Section, the applicable Borrower, or the Borrower Agent on its behalf, shall specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (g) of this Section 2.04. In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class are outstanding, the Company shall select Term Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Borrowings pro rata (including Term Loans, Incremental Term Loans and Refinancing Term Loans) based on the aggregate principal amounts of outstanding Borrowings of each such Class. (g) The applicable Borrower, or the Borrower Agent on its behalf, shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder not later than the time that a Loan Notice would be required under Section 2.02 if such Borrower were requesting a Revolving Borrowing of the Type of Borrowing being prepaid; provided that if a Borrower delivers a Loan Notice in respect of the conversion or continuation of any Borrowing, such Borrowing shall not be prepaid until the Interest Period applicable to such Borrowing at the time such Loan Notice is delivered has expired. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that (A) if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.05, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section 2.04 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 the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and currency as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.08 together with any additional amounts required pursuant to Section 2.18. (h) Notwithstanding the foregoing, the Company shall not be required to prepay any Term Borrowings with any Foreign Source Prepayment to the extent the repatriation to the Company of such Foreign Source Prepayment (i) would result in a material tax liability to the Company or any of its Restricted Subsidiaries, (ii) is prohibited or restricted by any applicable Requirement of Law or (iii) would conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such Foreign Source Prepayment shall not be required to prepay any Term Borrowings pursuant to Section 2.04(c); provided that, if such repatriation would no longer result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such an amount equal to such Foreign Source Prepayment shall be promptly repatriated to the Company and such proceeds shall thereafter be applied to the repayment of Term Borrowings pursuant to Section 2.04(c); and provided, further, that in the case of any Prepayment Event in respect of which the Net Proceeds are less than $20,000,000, no prepayment shall be required to be made in respect of any Net Proceeds as to which such repatriation would continue to result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties on the date 365 days following such Prepayment Event.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 8:00 a.m. (A) two four Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in US Dollars or in Alternative Currencies (other than Yen), (B) five Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Yen, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Revolving Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in US Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Revolving Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed an amount equal to the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations 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 Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g)(ii), 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 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 further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative 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 Borrowers 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) The Company Borrower may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency 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 or LIBOR Daily Floating Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans or Alternative Currency Term SOFR 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Eurocurrency Rate Loan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 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 the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed an amount equal to one hundred five percent (105%) of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100%) of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.16, 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. 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 further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to one hundred five percent (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 one hundred percent (100%) of the Alternative Currency Sublimit then in effect. (e) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds an amount equal to one hundred five percent (105%) of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, such Outstanding Amount of L/C Obligations as of such date of payment to an amount not to exceed one hundred percent (100%) of the Letter of Credit Sublimit then in effect.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit 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. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of Loans or SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (ivv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan, Alternative Currency Term Rate Loan or SOFR Daily Floating Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment of Revolving Credit Loans shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentage. (b) [Reserved]. (c) The Company may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments at such time, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments at such time. 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. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative 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 Borrowers 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) The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. A.M. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (BChicago time) on the date of prepayment in the case of Base Rate ABR Loans and at least three (3) Business Days' prior notice to the Agent in the case of LIBOR Loans, and prepay (Cincluding, without limitation, all amounts payable pursuant to the terms of Section 2.17 hereof) one Business Day prior the Notes in whole or in part with accrued interest to any the date of such prepayment of SOFR Daily Floating Rate Loans; on the amount prepaid, provided that (ii1) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans each partial payment shall be in a principal amount of not less than One Million Dollars ($5,000,000 or 1,000,000) in the case of a whole multiple LIBOR Loan and Two Hundred Fifty Thousand Dollars ($250,000) in the case of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingan ABR Loan; and (iv2) any such notice LIBOR Loans may be conditioned upon prepaid only on the effectiveness last day of the Interest Period for such Loans; PROVIDED, HOWEVER, that such prepayment of LIBOR Loans may be made on any other Indebtedness or Business Day if the occurrence of one or more other transactions or events. Each such notice shall specify Borrower pays at the date and amount time of such prepayment and the Type(s) all amounts due pursuant to Section 2.17 hereof. Upon receipt of Loans to be prepaid and, if Term SOFR Loans are to be prepaidany such prepayments, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of thereafter cause to be distributed the amount of such Lender’s Pro Rata applicable Ratable Share of such prepayment to each Bank for the account of its applicable Lending Office. (based on such Lender’s Pro Rata Share). If such notice is given by b) Borrower shall immediately upon a Change in Control prepay the Company, the Company shall irrevocably make such prepayment Notes in full and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on to the amount prepaiddate of such prepayment, together with, and in the case of any Term SOFR Loan, any additional LIBOR Loans all amounts required due pursuant to Section 3.052.17 hereof. (c) Any Loan that is prepaid, in whole or in part, may not be reborrowed.

Prepayments. The Company (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 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 be signed by a Responsible Officer, and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term Eurocurrency RateTerm SOFR Loans, (B) three Business Days (or four, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term Eurocurrency RateTerm SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of 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 thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid prepaid, and the applicable Tranche, and, if Eurocurrency RateTerm SOFR Loans or Alternative Currency Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Tranche 1 Lender of its receipt of each such noticenotice in respect of any Tranche 1 Loans, and of the amount of such Tranche 1 Lender’s Pro Rata Share Applicable Tranche 1 Percentage of such prepayment (based on and will promptly notify each Tranche 2 Lender of its receipt of each such notice in respect of any Tranche 2 Loans, and of the amount of such Tranche 2 Lender’s Pro Rata Share)Applicable Tranche 2 Percentage of such prepayment. If Following such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Eurocurrency RateTerm SOFR Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05.. Subject to Section 2.17, each such prepayment of Tranche 1 Loans shall be applied to the Tranche 1 Loans of the Tranche 1 Lenders in accordance with their respective Applicable Tranche 1 Percentages and each such prepayment of Tranche 2 Loans shall be applied to the Tranche 2 Loans of the Tranche 2 Lenders in accordance with their respective Applicable Tranche 2

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time time, voluntarily prepay Loans in whole or in part without premium (except as set forth in paragraph (d) below and in Section 3.05) 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. (A) two Business Days prior to any date of . Any prepayment of Term SOFR Loans, (B) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurodollar Rate Loans under this paragraph (a) shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) and any prepayment of Base Rate Loans under this paragraph (a) shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. (b) In the event and on each occasion that Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, immediately after such Net Proceeds are received, offer to prepay Borrowings in an aggregate amount equal to such Net Proceeds; provided, however, that notwithstanding anything to the contrary contained herein, if total Net Proceeds received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event after (i) the Closing Date or (ii) if a prepayment offer under this Section 2.03(b) has previously been made by the Borrower, the date of the most recent prepayment offer made by the Borrower, are equal to an amount less than $5,000,000, the Borrower shall make such offer to prepay Borrowings on the last day of fiscal quarter in which such Net Proceeds are received; and, further provided, that no Lender shall be obligated to accept any offer made under this paragraph (b);. (c) In the event and on each occasion that a reduction in Net Worth (or an increase in Indebtedness secured by Liens) would result in a default or event of default under this Agreement, the Three-Year Credit Agreement, the 364-Day Credit Agreement or any other agreement of the Borrower absent a reduction in the Total Outstandings, the Borrower shall, not later than the last day of the Fiscal Quarter on which such reduction in Net Worth (or increase of Indebtedness secured by Liens) occurs, prepay Borrowings in an aggregate amount not less than the amount required so that such default or event of default shall not occur. (d) In the event and on each occasion that Loans are prepaid more than 90 days after the Closing Date under paragraph (a) or (c) above, the amount of such prepayment shall be accompanied by a premium in an amount equal to: (i) if such prepayment is made after the day that is 90 days after the Closing Date but on or prior to the day immediately preceding the first anniversary of the Closing Date, 3.00% of the aggregate amount of the Loans being prepaid; (ii) if such prepayment is made on or after the first anniversary of the Closing Date but on or prior to the day immediately preceding the second anniversary of the Closing Date, 2.00% of the aggregate amount of the Loans being prepaid; and (iii) if such prepayment is made on or after the second anniversary of the Closing Date but on or prior to the day that is immediately preceding the Maturity Date, 1.00% of the aggregate amount of the Loans being prepaid. (e) Prior to any voluntary or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (f) below. (f) The Borrower shall notify the Administrative Agent of any prepayment hereunder not later than 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (ivB) any such notice may be conditioned upon on the effectiveness date of other Indebtedness or the occurrence prepayment of one or more other transactions or eventsBase Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR 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 's Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company 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 any a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of any Term SOFR Loan, 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 Pro Rata Shares.

Prepayments. (a) The Company Borrower may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. 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 SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay outstanding Committed Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, 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 Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided further that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Swing Line Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. (c) If at any time the Total Outstandings exceeds an amount equal to the Aggregate Commitments, within one Business Day, the Borrower shall prepay Loans (including Swing Line Loans and L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount necessary to eliminate 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, Total Outstandings continues to exceed the Aggregate Commitments. Each prepayment pursuant to the foregoing sentence shall be applied, first, to the outstanding Swing Line Loans until paid in full, second, ratably to the outstanding Loans (without any reduction of the Aggregate Commitments) until paid in full, and third, to Cash Collateralize the L/C Obligations in full.

Prepayments. (a) The Company US Borrower may, upon notice delivery of a Notice of Loan Prepayment from the Company US Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; 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. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency 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 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice Notice of Loan Prepayment shall specify the date date, currency and amount of such prepayment prepayment, if such Loan is Committed Loan A-1 or Committed Loan A-2 and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each US A-1 Lender or US A-2 Lender, as applicable, of its receipt of each such notice, and of the amount of such US Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyUS Borrower, the Company US 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 any a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together withwith any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the US Lenders in accordance with their respective Applicable Percentages. (b) The US Borrower may, upon notice from the US Borrower to the Canadian Lender, at any time or from time to time voluntarily prepay Canadian Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Canadian Lender not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Term ▇▇▇▇▇ Rate Loans, and (B) on the date of prepayment of Canadian Prime Rate Loans; and (ii) any prepayment of Canadian Loans shall be in a principal amount of C$100,000 or a whole multiple of C$100,000 in excess thereof or, in each case, if less, the case entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of any such prepayment and the Type(s) of Canadian Loans to be prepaid and, if Term SOFR Loan▇▇▇▇▇ Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the US Borrower, the applicable Canadian Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term ▇▇▇▇▇ Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (c) At any time an Autoborrow Agreement is not in effect, the US Borrower may, upon delivery of a Notice of Loan Prepayment to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the US Borrower, the US Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (d) If the Administrative Agent notifies the US Borrower at any time that the US A-1 Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments A-1 then in effect, then, within two Business Days after receipt of such notice, the US Borrower shall prepay Committed Loans A-1 and/or the US Borrower shall Cash Collateralize the L/C Obligations 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 Aggregate Commitments A-1 then in effect; provided, however, that the US Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(d) unless after the prepayment in full of the Committed Loans A-1 and Swing Line Loans the US A-1 Total Outstandings exceed the Aggregate Commitments A-1 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 further exchange rate fluctuations. (e) If the Administrative Agent notifies the US Borrower at any time that the US A-2 Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments A-2 then in effect, then, within two Business Days after receipt of such notice, the US Borrower shall prepay Committed Loans A-2 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 Aggregate Commitments A-2 then in effect. (f) If the Administrative Agent notifies the US Borrower at any time that the Outstanding Amount of all Committed Loans A-2 denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Aggregate Commitments A-2 then in effect, then, within two Business Days after receipt of such notice, the US Borrower shall prepay Committed Loans A-2 denominated in Alternative Currencies 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 Aggregate Commitments A-2 then in effect. (g) If the Administrative Agent notifies the US Borrower at any time that the Outstanding Amount of all L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the US Borrower shall Cash Collateralize Letters of Credit denominated in Alternative Currencies 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 Letter of Credit Sublimit then in effect.

Prepayments. The Company (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 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. 1:00 p.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) on four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Base Rate any Alternative Currency Loans, and (C) one Business Day prior to any the date of prepayment of SOFR Daily Floating Rate Loans, and (D) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Loans, SOFR Daily Floating Rate Loans or Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such notice must be in a form acceptable to the Swing Line Lender and the Administrative Agent and unless otherwise agreed by the Swing Line Lender, (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. Greenwich Mean 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 the Company, the Company 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 Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Company and/or one or more Designated Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, and (B) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Revolving Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked in accordance with Section 2.06. 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make (unless any applicable condition is not satisfied and the notice is revoked) such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 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 the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, then, the Borrower shall immediately prepay Loans and/or the Borrower shall 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. The Company Borrower (on its own behalf or on behalf of the applicable Co-Borrower(s)) or the applicable Co-Borrower may, upon written notice from the Company to the Administrative Agent, at any time or from time to time (A) voluntarily prepay Base Rate Loans in whole or in part without premium or penalty, (B) voluntarily prepay Daily SOFR Rate Loans in whole or in part without premium or penalty and (C) voluntarily prepay Term SOFR Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that (i1) such notice must be in a form reasonably acceptable to the Administrative Agent (which, subject to Section 3.05, may be conditioned upon closing of another transaction or the occurrence of another event) and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two (2) Business Days prior to any date of prepayment of any Term SOFR Rate Loans, (B) one (1) Business Day prior to any date of prepayment of any Daily SOFR Rate Loans and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii2) any prepayment of Term SOFR Rate Loans or Daily SOFR Daily Floating Rate Loans shall be in a minimum principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if following the date on which any Incremental Term SOFR Facility becomes effective pursuant to the terms of this Agreement, whether the Loans are to be prepaidprepaid are Delayed Draw Term Loans or Incremental Term Loans (or any applicable combination thereof) (and in the absence of any designation in such notice as to which Facility to prepay, the Interest Period(s) of such prepayment amounts shall be applied to Delayed Draw Term 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Share.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Revolving 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. (A) two (2) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Revolving Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof1,000,000; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount the Dollar Equivalent of which is $500,000; and (iv) any prepayment of Base Rate Committed Revolving Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) ), Tranche and currency of Committed Revolving Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each prepayment made pursuant to this clause (a) shall be made ratably among the Revolving Lenders in accordance with their respective Applicable Percentages of the Committed Revolving Loans. (b) The Borrower may, upon notice to the Swing Line Lenders (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lenders and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Swing Line Lender of the amount of such Swing Line Lender’s Applicable Swing Line Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Each prepayment made pursuant to this clause (b) shall be made ratably among the Swing Line Lenders in accordance with their respective Applicable Swing Line Percentage of the Swing Line Loans. (c) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Negotiated Rate Loans in whole or in part without premium or penalty (unless the Borrower and the applicable Lender have otherwise agreed, in which case such Negotiated Rate Loan may be prepaid in accordance with such agreement); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. on the requested date of prepayment of such Negotiated Rate Loans; (ii) the Revolving Lender or Revolving Lenders making the Negotiated Rate Loan have consented to such prepayment; and (iii) unless agreed to by the applicable Revolving Lender and the Administrative Agent (such consent not to be unreasonably withheld), any prepayment of Negotiated Rate Loans shall be in a minimum principal amount of $500,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each applicable Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower if such condition is not satisfied. Any prepayment of a Negotiated Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts as may be agreed to by the Borrower and the Revolving Lender or Revolving Lenders making such Negotiated Rate Loan. (d) If the Administrative Agent notifies the Borrower at any time that (i) the Total Revolving Outstandings at such time exceed an amount equal to one hundred five percent (105%) of the Aggregate Revolving Commitments then in effect, (ii) the L/C Obligations at such time exceed the Letter of Credit Sublimit then in effect, (iii) the Swing Line Loans outstanding at such time exceed the Swing Line Sublimit then in effect, (iv) the Negotiated Rate Loans outstanding at such time exceed the Negotiated Rate Sublimit then in effect, or (v) the Outstanding Amount of all Committed Revolving Loans denominated in Alternative Currencies and Negotiated Rate Loans denominated in a currency other than Dollars at such time exceeds an amount equal to one hundred five percent (105%) of the Alternative Currency Sublimit then in effect, the Borrower shall promptly (and in any event within one (1) Business Day or, in the case of the Alternative Currency Sublimit, within five (5) Business Days) prepay the applicable Revolving Loans or Negotiated Rate Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that, subject to the provisions of Section 2.17(a)(iv), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(d) unless after the prepayment in full of the Committed Revolving Loans, the Swing Line Loans and the Negotiated Rate Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. (e) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Term A-1 Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Term A-1 Loans that are Eurocurrency Rate Loans and (B) on the date of prepayment of Term A-1 Loans that are Base Rate Loans; (ii) any prepayment of Term A-1 Loans that are Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000; and (iii) any prepayment of Term A-1 Loans that are Base Rate Loans shall be in a minimum principal amount of $500,000 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term A-1 Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Term A-1

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Incremental Term 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. (A) two three (3) U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating 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 thereof or, in each case, if less, the entire principal amount thereof then outstanding; outstanding (or in the case of each of clauses (ii) and (iv) any iii), such notice other amount as may be conditioned upon provided in the effectiveness of other Indebtedness or the occurrence of one or more other transactions or eventsapplicable Incremental Term Loan Agreement). Each such notice shall specify (x) the date and amount of such prepayment prepayment, (y) whether such Loans are Committed Loans or Incremental Term Loans, and, if Incremental Term Loans, the applicable Series and (z) the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender or Incremental Term Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all or any part of the outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any Loan SOFR Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each such prepayment (1) of Committed Loans shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Pro Rata Shares and (2) of Incremental Term Loans shall be applied to Incremental Term Loans in such Series in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that 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 Committed Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) The Company may, upon notice from the Company it 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans shall denominated in US Dollars will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies will be in a minimum principal amount of the US Dollar Equivalent of $5,000,000 or a whole multiple of the US Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall will specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Company, the Company shall irrevocably it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall will be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each such prepayment will be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment will be in a minimum principal amount of $100,000. Each such notice will specify the date and amount of such prepayment. If such notice is given by the Company, the Company will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company will 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 Aggregate Commitments then in effect.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company or such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) two three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans, (B) four Business Days (or five Business Days in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Alternative Currency Equivalent of $5,000,000 or a whole multiple of the Alternative Currency Equivalent of $1,000,000 in excess thereof and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment prepayment, and the Type(s) of Committed Loans to be prepaid and(provided that (y) if the Company or such Borrower does not specify the Committed Loans to which such prepayment is to be applied, such prepayment shall be applied pro rata to all Committed Loans outstanding on the date thereof and (z) if Eurocurrency Rate Loans or Alternative Currency Term SOFR Rate Loans are to be prepaid, the Company or such Borrower shall specify 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 of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyCompany or a Borrower, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the applicable Committed Loans of the Lenders in accordance with their respective Pro Rata Shares thereof. (b) Each Domestic Borrower may, upon notice from the Company or such Domestic Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company or a Domestic Borrower, the applicable Domestic Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company that the Dollar Equivalent of the outstanding principal amount of Loan Obligations shall be in excess of the Aggregate Commitments, each applicable Borrower shall, within two Business Days, make prepayment on or provide Cash Collateral in respect of such Borrower’s Loan Obligations in an amount sufficient to eliminate the difference. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

Prepayments. The (a) Subject to Sections 5.06(a) and 5.06(b), the Company may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such at least four Business Days’ prior notice must be in a form reasonably acceptable to the Administrative Agent and be received by Agent, in the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date case of a prepayment of Term SOFR Loans, (B) on the date of prepayment of Base Offshore Rate Loans, and (Cii) at least one Business Day Day’s prior notice to any date the Agent, in the case of a prepayment of SOFR Daily Floating Reference Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a , prepay, ratably the outstanding principal amount of $5,000,000 the Committed Loans or a the Term Loans, or both, in whole multiple or in part, together with accrued interest to the date of $1,000,000 in excess thereof; (iii) any such prepayment of Base Rate Loans shall be in a on the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orprepaid, in each case, if less, the entire minimum principal amount thereof then outstanding; and (iv) any such amounts as set forth in Section 2.08(b). Such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice prepayment shall specify (i) the date and amount of such prepayment, (ii) whether such prepayment is of Reference Rate Loans or Offshore Rate Loans, or any combination thereof, and whether such Loans constitute Committed Loans or Term Loans, and (iii) the Applicable Currency. Such notice shall not thereafter be revocable by the Company and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify (i) in the case of Committed Loans, each Lender of its receipt of each such notice, with an outstanding Committed Loan and of the amount of such Lender’s Pro Rata Share of such prepayment and (based on ii) in the case of Term Loans, each Lender with an outstanding Term Loan and of such Lender’s Term Loan Pro Rata Share)Share of such prepayment. If such notice is given by the Company, the Company 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 any Loan shall be accompanied by all , together with accrued interest to each such date on the amount prepaid, together with, in the case of prepaid and any Term SOFR Loan, any additional amounts required pursuant to Section 3.055.06. (b) Each partial prepayment of Committed Loans or Term Loan shall be, (i) in the case of Offshore Rate Loans denominated in Dollars, in the aggregate principal amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof, (ii) in the case of Offshore Currency Loans, in the aggregate principal amount of the lesser of (A) the Equivalent Amount of $20,000,000 and (B) 20,000,000 units of Offshore Currency, and (C) in the case of Reference Rate Loans, in the aggregate principal amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof; provided, however, that, if the aggregate amount of Offshore Rate Loans comprised in the same Committed Borrowing would be reduced as a result of any voluntary prepayment to an amount less than $20,000,000, such Offshore Rate Loans shall automatically Convert into Reference Rate Loans on the last day of the then current Interest Period (for purposes of which any Offshore Currency Loans shall first be redenominated into Loans denominated in Dollars). (c) Bid Loans may not be prepaid.

Prepayments. (a) The Company may, upon notice from the Company it 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans shall denominated in US Dollars will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies will be in a minimum principal amount of the US Dollar Equivalent of $5,000,000 or a whole multiple of the US Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall will specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a Table of Contents conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Company, the Company shall irrevocably it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall will be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each such prepayment will be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment will be in a minimum principal amount of $100,000. Each such notice will specify the date and amount of such prepayment. If such notice is given by the Company, the Company will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company will 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 Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative 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 Company will prepay Loans issued in an Alternative Currency, or any combination thereof, in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit then in effect.

Prepayments. (a) The Company Borrower may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment on the date specified therein; provided that any such notice may state that it is conditioned upon the incurrence of other indebtedness or the receipt of proceeds from another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. Any prepayment of any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.19(a), each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such prepayment shall be in a minimum principal amount of $100,000. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment . (c) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then the Borrower shall promptly, but in no event later than within two Business Days after receipt of any Loan such notice, prepay Loans and/or Cash Collateralize the L/C Obligations 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 Aggregate Commitments then in effect; provided, however, that no Borrower shall be accompanied by all accrued interest on required to Cash Collateralize the amount prepaid, together with, in the case of any Term SOFR Loan, any additional amounts required L/C Obligations pursuant to this Section 3.052.06(c) unless, after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative AgentAgents, at any time or from time to time time, voluntarily prepay the Committed Loans and the Term Loans of any Class 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 Agents and be received by the Administrative Agent Agents not later than 11:00 a.m. (Ax) two 1:00 p.m. three (3) Business Days prior to any date of prepayment of Term SOFR Loans, LIBOR Rate Loans and (By) 11:00 a.m. on the any date of prepayment of Base Rate LoansLoans or Canadian Prime Rate Loans (and otherwise, and (C) one Business Day prior to Days’ notice shall be required for any date of such prepayment); (B) any such prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating LIBOR Rate Loans shall be in a principal amount of $5,000,000 the U.S. Dollar Equivalent of U.S.$5,000,000 or a whole multiple of $1,000,000 the U.S. Dollar Equivalent of U.S.$1,000,000 in excess thereof; (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 U.S.$1,000,000 or a whole multiple of $100,000 U.S.$500,000 in excess thereof; and (D) any prepayment of Canadian Prime Rate Loans shall be in a principal amount of C$1,000,000 or a whole multiple of C$500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify (w) the date and amount and currency of such prepayment and prepayment, (x) whether the Loan to be prepaid is a Term Loan or a Committed Loan (or other Borrowing, if applicable), (y) the Type(s) of Loans to be prepaid and, and (z) if Term SOFR LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent Agents will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Pro Rata ShareApplicable Percentage). If such notice is given by the Companygiven, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, debt issuances or incurrences, equity issuances or the occurrence of any other identifiable transaction, in which case such notice may be revoked by the Borrower (by notice to the Agents on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.19, each such prepayment of the Term Loan shall be applied to the Term Loan and shall be paid to the Lenders in accordance with their respective Applicable Percentages of the Term Loan. Subject to Section 2.19, each such prepayment of the Committed Loan of any Class shall be applied to the Committed Loans outstanding in such Class on a pro rata basis among the applicable Lenders of such Class in accordance with their Applicable Percentages of the Committed Loans of such Class. The Borrower shall not be permitted to prepay any Bankers’ Acceptance or BA Equivalent Notes at any time; provided that the Borrower may Cash Collateralize any Bankers’ Acceptance or BA Equivalent Notes by depositing the full face amount of such Bankers’ Acceptance and/or BA Equivalent Notes for application to such Bankers’ Acceptance or BA Equivalent Notes, as the case may be, on the applicable Contract Maturity Date. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Agents), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Agents 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 U.S.$100,000 in the case of U.S. Dollar Swing Line Loans (or such lesser amount as approved by the Swing Line Lender) and C$100,000 in the case of Canadian Dollar Swing Line Loans (or such lesser amount as approved by the Swing Line Lender). Each such notice shall specify the date and amount of such prepayment. If such notice is given, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings (or any Class thereof) at any time exceed the Aggregate Commitments (or any Class thereof) then in effect (or 105% of the Aggregate Commitments (or any Class thereof) then in effect solely to the extent due to currency fluctuation), the Borrower shall promptly (and, in any event, within three (3) Business Days after receipt by the Borrower of written notice detailing such excess) prepay Committed Loans, Cash Collateralize Bankers’ Acceptances and BA Equivalent Notes and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to (i) such excess, to the extent Committed Loans are being prepaid, or (ii) the Minimum Collateral Amount with respect to such excess, to the extent L/C Obligations are being Cash Collateralized, or (iii) the aggregate Face Amount thereof with respect to such excess, to the extent Bankers’ Acceptances and BA Equivalent Notes are being Cash Collateralized; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations, Bankers’ Acceptances or BA Equivalent Notes pursuant to this clause (c) unless after the prepayment in full of the Loans, the Total Revolving Outstandings exceed the Aggregate Commitments then in effect; provided further, however, that if it is determined on any subsequent day that any such prepaid or Cash Collateralized amount exceeds the amount of such excess, the Borrower may withdraw (by written notice to the Agents) the amount by which such excess has been reduced. The Agents 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 further exchange rate fluctuations. No Default or Event of Default shall arise hereunder or under any other Loan Document as a result of currency fluctuations so long as the Borrower timely complies with the prepayment and Cash Collateral requirements set forth in this Section 2.06.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. noon (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) on four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Base Rate any Alternative Currency Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Base Rate Loans; and (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating 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; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) 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 1,000,000 in excess thereof or, in each casecase of the foregoing clauses (ii) through (iv), if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is to be made from the proceeds of another transaction that will result in the refinancing of all of the Obligations and the termination of this Agreement, then such prepayment may be conditioned upon the closing of such refinancing transaction. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments 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 Aggregate Commitments then in effect.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative Agent and any relevant Applicable 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 in a form reasonably acceptable to received by the Administrative Agent and be received by the Administrative any relevant Applicable Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars 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; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of a Yen Loan, ¥100,000,000 or a whole multiple of ¥50,000,000 in excess thereof; in the case of a Canadian Dollar Loan, C$1,000,000 or a whole multiple of C$500,000 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 thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid, the currency or currencies of Committed Loans to be prepaid and, if Term SOFR Eurocurrency 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations 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 Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(g)(ii), 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 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 further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative 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 Borrowers 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. (e) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in any Alternative Currency at such time exceeds an amount equal to 105% of the Applicable Sublimit then in effect with respect to such currency, then, within two Business Days after receipt of such notice, the Borrowers 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 Applicable Sublimit then in effect.

Prepayments. The Company mayPrepayments of the outstanding loans under this Facility are permitted in any amounts. BORROWING BASE TERMS: COLLATERAL/CREDIT SUPPORT DOCUMENTS: See Exhibit C - Collateral/Credit Support Document. WELL▇ ▇▇▇GO HSBC TRADE BANK LOANS AGAINST IMPORTS NOTE ================================================================================ $2,000,000 May 31, upon notice from 1997 FOR VALUE RECEIVED, the Company undersigned JALATE LIMITED, INC., a California corporation (jointly and severally, if the undersigned be more than one) ("Borrower") hereby promises to pay to the Administrative Agentorder of WELL▇ ▇▇▇GO HSBC TRADE BANK, N.A. ("Bank"), when due as provided herein, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loansits 333 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, (B) on the date of prepayment of Base Rate Loans▇▇▇ ▇▇▇▇▇, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ice, in each caselawful money of the United States and in immediately available funds, the principal sum of Two Million Dollars ($2,000,000) or, if less, the entire aggregate unpaid principal amount thereof then outstanding; and (iv) any such notice of all advances made by Bank to Borrower from time to time, as evidenced on the records of Bank, together with interest thereon as hereinafter provided. Borrower may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify from time to time from the date of this Note up to and including December 1, 1997, borrow and partially or wholly repay its outstanding advances, and reborrow, subject to all of the limitations, terms and conditions of this Note and of that certain Credit Agreement between Borrower and Trade Bank dated as of May 31, 1997, as amended from time to time ("Credit Agreement") executed in connection with or governing this Note; provided that the total advances made under this Note shall not exceed the principal amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loansstated above. The Administrative Agent will promptly notify each Lender unpaid principal balance of its receipt of each such notice, and of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given principal payments made hereon by or for any Borrower, which balance may be endorsed hereon from time to time by the Company, the Company shall irrevocably make such prepayment holder. The principal amount and the payment amount specified in such notice maturity of each advance shall be due agreed upon by Borrower and Bank prior to the making of each advance, and such terms, together with the applicable interest rate of each advance and all payments of principal and interest made on this Note shall be inscribed by Bank on its records. Each advance shall be payable on the earlier of (i) the due date specified thereinthereof, as inscribed by Bank on its records, or (ii) 60 days after the date such advance is made. Any prepayment All payments shall be made free of any Loan setoff, counterclaims or withholdings. Each entry set forth on Bank's records shall be accompanied the prima facie evidence of the facts so set forth. No failure by all accrued interest on the amount prepaidBank to make, together with, or no error by Bank in the case of any Term SOFR Loanmaking, any additional amounts required pursuant inscription on its records shall affect Borrower's obligation to Section 3.05repay the full principal amount advanced by Bank to or for the account of Borrower, or Borrower's obligation to pay interest thereon at the agreed upon rate.

Prepayments. (a) The Company Borrower may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. 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 SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay outstanding Committed Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, 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 Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided further that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Swing Line Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. (c) If at any time and for any reason Availability is less than $0, within one Business Day, the Borrower shall prepay Loans (including Swing Line Loans and L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount necessary to cause Availability to be greater than or equal to $0; 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 Availability is not greater than or equal to $0. Each prepayment pursuant to the foregoing sentence shall be applied, first, to the outstanding Swing Line Loans until paid in full, second, ratably to the outstanding Loans (without any reduction of the Aggregate Commitments) until paid in full, and third, to Cash Collateralize the L/C Obligations in full.

Prepayments. (a) The Company may, upon notice from the Company it 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in US Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Eurocurrency Rate Loans shall denominated in US Dollars will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies will be in a minimum principal amount of the US Dollar Equivalent of $5,000,000 or a whole multiple of the US Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall will specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Company, the Company shall irrevocably it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall will be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each such prepayment will be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (ii) any such prepayment will be in a minimum principal amount of $100,000. Each such notice will specify the date and amount of such prepayment. If such notice is given by the Company, the Company will make such prepayment and the payment amount specified in such notice will be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company will 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 Aggregate Commitments then in effect. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative 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 Company will prepay Loans issued in an Alternative Currency, or any combination thereof, in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit then in effect.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company (which notice shall be in a form acceptable to the Administrative applicable Agent) to the applicable Agent, at any time or from time to time time, voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the applicable Agent: (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative such Agent not later than 11:00 a.m. (local time for such Agent) (A) two one (1) Business Days Day prior to any date of prepayment of Term SOFR Domestic Revolving Loans (other than Domestic Base Rate Loans), Canadian Revolving Loans, PR Revolving Loans (other than Domestic Base Rate Loans), and U.K. Revolving Loans (other than Domestic Base Rate Loans), and (B) on the date of prepayment of any Domestic Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Domestic Revolving Loans or SOFR Daily Floating that are Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of PR Revolving Loans that are Eurodollar Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of Domestic 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); (v) any prepayment of Canadian Revolving Loans shall be in a principal amount of C$1,000,000 (or the Dollar Equivalent thereof, as applicable) or a whole multiple of C$100,000 (or the Dollar Equivalent thereof, as applicable) in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (ivvi) any such notice may prepayment of U.K. Revolving Loans shall be conditioned upon in a principal amount of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or EUR1,000,000 if denominated in Euro or a whole multiple of $500,000 in denominated in Dollars, £100,000 if denominated in Sterling, or EUR500,000 if denominated in Euro (or, if less, the effectiveness of other Indebtedness or the occurrence of one or more other transactions or eventsentire principal amount thereof then outstanding). Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Revolving Loans to be prepaid andprepaid, and if Eurodollar Rate Loans or Alternative Currency Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative applicable 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any Revolving Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The applicable Borrower may, upon notice (which notice shall be in a form acceptable to the applicable Swing Line Lender and the applicable Agent) to the applicable Swing Line Lender (with a copy to the applicable Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the applicable Swing Line Lender, (i) such notice must be received by the applicable Swing Line Lender and the applicable Agent not later than 11:00 a.m. (local time for such Swing Line Lender) on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 (or the Alternative Currency Equivalent thereof) (or such smaller amount as may be agreed by the applicable Swing Line Lender). Each such notice shall specify the date, currency, and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (i) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the applicable Borrowers shall immediately prepay Loans, Cash Collateralize the L/C Obligations, and/or cash collateralize the outstanding Bankers’ Acceptances in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations or cash collateralize the outstanding Bankers’ Acceptances pursuant to this Section 2.05(c)(i) unless after the prepayment in full of the Loans the Total Outstandings exceeds the Aggregate Commitments then in effect. (ii) If for any reason the Total Domestic Outstandings at any time exceed the Aggregate Domestic Commitments then in effect, Ryder shall immediately prepay Domestic Revolving Loans, Domestic Swing Line Loan and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, Ryder shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c)(ii) unless after the prepayment in full of the Domestic Revolving Loans and the Domestic Swing Line Loans, the Total Domestic Outstandings at such time exceed the Aggregate Domestic Commitments then in effect. (iii) Except as provided in Section 2.05(d)(i), if for any reason the Total Canadian Outstandings at any time exceed the Aggregate Canadian Commitments then in effect, the Canadian Borrowers shall immediately prepay Canadian Revolving Loans, Canadian Swing Line Loans and/or cash collateralize the outstanding Bankers’ Acceptances in an aggregate amount equal to such excess; provided, that, the Canadian Borrowers shall not be required to cash collateralize the outstanding Bankers’ Acceptances pursuant to this Section 2.05(c)(iii) unless after the prepayment in full of the Canadian Revolving Loans and the Canadian Swing Line Loans, the Total Canadian Outstandings at such time exceed the Aggregate Canadian Commitments then in effect. (iv) Except as provided in Section 2.05(d)(ii), if for any reason the Total U.K. Outstandings at any time exceed the Aggregate U.K. Commitments then in effect, the U.K. Borrowers shall immediately prepay U.K. Revolving Loans and U.K. Swing Line Loans in an aggregate amount equal to such excess. (v) If for any reason the Total PR Outstandings at any time exceed the Aggregate PR Commitments then in effect, the PR Borrowers shall immediately prepay PR Revolving Loans in an aggregate amount equal to such excess. (d) (i) If, on any Revaluation Date, the Total Canadian Outstandings exceed an amount equal to 101% of the Aggregate Canadian Commitments (the amount of such excess referred to herein as the “Canadian Excess Amount”), then (A) the Canadian Agent shall give notice thereof to the Canadian Borrowers and the Canadian Lenders and (B) within two (2) Business Days thereafter, the Canadian Borrowers shall repay or prepay Canadian Revolving Loans and/or Canadian Swing Line Loans and/or cash collateralize the outstanding Bankers’ Acceptances in an aggregate principal amount equal to such Canadian Excess Amount. Notwithstanding the foregoing, to avoid the incurrence of breakage costs with respect to Canadian Revolving Loans which are Eurodollar Rate Loans, the Canadian Borrowers shall not be obligated to repay any Canadian Revolving Loan that is a Eurodollar Rate Loan until the end of the Interest Period relating thereto to the extent that the unused amount of the Domestic Commitments of the Domestic Lenders which are affiliates of the Canadian Lenders shall be greater than or equal to the Canadian Excess Amount, and for the avoidance of doubt, no Default under Section 8.01(a) shall have occurred with respect to any such Canadian Revolving Loan until after a payment with respect to such Canadian Revolving Loan is required to be made in accordance with this sentence. On each Revaluation Date and until the Canadian Revolving Loans and/or Canadian Swing Line Loans are repaid in accordance with the first sentence of this Section 2.05(d)(i), the Aggregate Domestic Commitments shall be automatically reduced by an amount equal to the Canadian Excess Amount. Such reduction shall be made by reducing the Domestic Commitments of each such Domestic Lender that is an affiliate of a Canadian Lender by an amount equal to such Domestic Lender’s Applicable Percentage of the Canadian Excess Amount.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty, subject to Section 2.04(i) below; 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. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.052.18. Subject to Section 2.21, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) In the event and on each occasion that (i) other than as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit in accordance with Section 1.09, (A) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (B) the Foreign Borrower Exposure exceeds $200,000,000, the Borrowers shall prepay Revolving Credit Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $200,000,000 or (ii) as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit pursuant to Section 1.09, (x) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (y) the Foreign Borrower Exposure exceeds $210,000,000, the Borrowers shall prepay Revolving Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $210,000,000. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Company or any Restricted Subsidiary in respect of any Prepayment Event that occurs on or after the Closing Date, the Company shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within five Business Days after such Net Proceeds are received), prepay Term Borrowings in an amount equal to such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Financial Officer of the Company to the effect that the Company intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within one year after receipt of such Net Proceeds to acquire, repair or restore assets to be used or useful in the business of the Company or the Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, of any Restricted Subsidiaries), or to consummate any Permitted Acquisition of Persons that will become, or assets that will be held by, Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, that will become Restricted Subsidiaries or be held by any Restricted Subsidiaries) permitted hereunder (but not of other Persons), and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such one-year period (or within a period of 180 days thereafter if by the end of such initial one-year period the Company or one or more Domestic Subsidiaries (or, to the extent permitted above, Foreign Subsidiaries) shall have entered into an agreement with a third party to acquire, repair or restore such assets, or to consummate such Permitted Acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. (d) In the event and on each occasion that, as a result of the receipt of any cash proceeds by the Company or any Restricted Subsidiary in connection with any Disposition of any asset or any other event that occurs on or after the Closing Date, the Company or any other Loan Party would be required by the terms of any Indebtedness that is Subordinated Indebtedness with respect to the Loan Document Obligations (or any Refinancing Indebtedness in respect thereof) to repay, prepay, redeem, repurchase or defease, or make an offer to repay, prepay, redeem, repurchase or defease, any such Subordinated Indebtedness (or such Refinancing Indebtedness) or any other Subordinated Indebtedness, then, prior to the time at which it would be required to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer, the Company shall, if and to the extent it would reduce, eliminate or satisfy any such requirement, (i) prepay Term Borrowings or (ii) use such cash proceeds to acquire assets in one or more transactions permitted hereby. (e) Following the end of each fiscal year of the Company, commencing with the fiscal year ending December 31, 20242025, the Company shall prepay Term Borrowings in an aggregate amount equal to the Specified ECF Percentage of Excess Cash Flow for such fiscal year; provided that such amount shall be reduced by the aggregate amount of voluntary prepayments of Term Borrowings and Revolving Credit Borrowings (but only to the extent accompanied by a permanent reductions of the corresponding Commitment) made pursuant to this Section 2.04 during such fiscal year and after the end of such fiscal year but prior to the date on which the prepayment pursuant to this paragraph (e) for such fiscal year is required to have been made, excluding any such prepayments to the extent financed from Excluded Sources. Each prepayment pursuant to this paragraph shall be made no later than the date that is five Business Days following the date on which financial statements are required to be delivered pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being. (f) Prior to any optional or mandatory prepayment of Borrowings under this Section, the applicable Borrower, or the Borrower Agent on its behalf, shall specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (g) of this Section 2.04. In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class are outstanding, the Company shall select Term Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Borrowings pro rata (including Term A-1 Loans, Term A-2 Loans, Term B Loans, Incremental Term Loans and Refinancing Term Loans) based on the aggregate principal amounts of outstanding Borrowings of each such Class. (g) The applicable Borrower, or the Borrower Agent on its behalf, shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder not later than the time that a Loan Notice would be required under Section 2.02 if such Borrower were requesting a Revolving Borrowing of the Type of Borrowing being prepaid; provided that if a Borrower delivers a Loan Notice in respect of the conversion or continuation of any Borrowing, such Borrowing shall not be prepaid until the Interest Period applicable to such Borrowing at the time such Loan Notice is delivered has expired. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that (A) if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.05, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section 2.04 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 the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and currency as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.08 together with any additional amounts required pursuant to Section 2.18. (h) Notwithstanding the foregoing, the Company shall not be required to prepay any Term Borrowings with any Foreign Source Prepayment to the extent the repatriation to the Company of such Foreign Source Prepayment (i) would result in a material tax liability to the Company or any of its Restricted Subsidiaries, (ii) is prohibited or restricted by any applicable Requirement of Law or (iii) would conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such Foreign Source Prepayment shall not be required to prepay any Term Borrowings pursuant to Section 2.10(b); provided that, if such repatriation would no longer result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such an amount equal to such Foreign Source Prepayment shall be promptly repatriated to the Company and such proceeds shall thereafter be applied to the repayment of Term Borrowings pursuant to Section 2.04(c); and provided, further, that in the case of any Prepayment Event in respect of which the Net Proceeds are less than $20,000,000, no prepayment shall be required to be made in respect of any Net Proceeds as to which such repatriation would continue to result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties on the date 365 days following such Prepayment Event. (i) In the event that,{ on or prior to the }date that is six months after the First Amendment Effective Date, the Company (x) prepays, repays, refinances, substitutes or replaces any Term B Loans in connection with a Repricing Transaction (including any prepayment made as a result of clause (c) of the definition of Prepayment Event that constitutes a Repricing Transaction), or (y) effects any amendment, waiver or other modification of, or consent under, this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (A) in the case of clause (x), a premium of 1.00% of the aggregate principal {amount of the Term B }Loans so prepaid, repaid, refinanced, substituted or replaced and (B) in the case of clause (y), a fee equal to 1.00% {of the aggregate principal amount of the Term B Loans outstanding }immediately prior to such amendment, waiver, modification or consent that are the subject of such Repricing Transaction. If, on or prior to the date that is six months after the First Amendment Effective Date, all or any portion of the Term B Loans is repaid or prepaid (including as a result of any mandatory prepayments, voluntary prepayments, payments following acceleration of the Loans{or any Event of Default}) prior to the dates specified below, such repayments or prepayments will be made (A) together with a premium equal to the Applicable Make-Whole Amount as of the date of such repayment or prepayment, if such repayment or prepayment occurs on or after the Closing Date and on or prior to the first anniversary of the Closing Date, (B)held by any Lender are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.15 as a result of, or in connection with, such Lender not consenting with respect to any amendment, waiver, modification or consent referred to in clause (y) above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement will be made at 101% of the principal amount so repaid or prepaid, if such repayment or prepayment occurs after the first anniversary of the Closing Date but on or prior to second anniversary of the Closing Date and (C) 100% of the principal amount repaid or prepaid, if such repayment or prepayment occurs at any time after the second anniversary of the Closing Date (the foregoing premiums (including the Applicable Make-Whole Amount), the “Prepayment Premium”); provided that the Prepayment Premium shall not apply to any repayments or prepayments made pursuant to Section 2.04(c), Section 2.04(e) or Section 2.07(a). If the term B Loans are accelerated or otherwise become due prior to their applicable Maturity Date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Term B Loans that becomes due and payable shall equal 100% of the principal amount of the Term B Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Term B Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Term B Loans are accelerated or otherwise become due prior to their applicable Maturity Date, in each case, in respect of any Event of Defau

Prepayments. The Company may(a) Subject to the terms of Section 2.9 hereof, the Borrower shall have the right at its option at any time and from time to time to prepay (i) any Base Rate Loan, in whole or in part, upon at least one (1) Business Day's prior written, facsimile, or telephonic (provided that any such telephonic notice is immediately confirmed in writing) notice to the Administrative Agent received not later than 11 a.m., New York time) on such day, in the principal amount of $3,000,000 or such greater amount which is an integral multiple of $1,000,000 if prepaid in part and (ii) any Eurodollar Loan, in whole or in part, upon at least three (3) Business Days' prior written, facsimile, or telephonic (provided that any such telephonic notice is immediately confirmed in writing) notice received not later than 11 a.m., New York time) on such day, in the principal amount of $3,000,000 or such greater amount which is an integral multiple of $1,000,000 if prepaid in part. Each notice of prepayment shall specify the prepayment date, the New Term Loan to be prepaid and the principal amount thereof, shall be irrevocable and shall commit the Borrower to prepay each such Loan in the amount and on the date stated therein. Any prepayment of the New Term Loans by the Borrower pursuant to this Section 2.6 shall be applied to prepayment of the principal of the New Term Loans in the inverse order of maturity. (b) Following the end of each Fiscal Year of the Borrower (commencing with the Fiscal Year ending December 31, 2004), the Borrower shall prepay the New Term Loans in an amount equal to 50% of the Excess Cash Flow in excess of $3,000,000 for such Fiscal Year. Each prepayment pursuant to this Section 2.6(b) shall be made on or before the date on which Financial Statements are required to be delivered pursuant to Section 5.1(a) with respect to the Fiscal Year for which Excess Cash Flow is being calculated (and in any event no later than one hundred five (105) days after the end of such Fiscal Year). Prior to the making of each prepayment pursuant to this Section 2.6(b), the Borrower shall deliver to the Administrative Agent and each New Term Lender, an Excess Cash Flow Certificate, in accordance with Section 5.1(g) hereof, signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of Excess Cash Flow for the applicable Fiscal Year. (c) Subject to the terms of the Intercreditor Agreement, no later than one (1) Business Day after the receipt of any Net Cash Proceeds by, on behalf of, or at the direction of any Loan Party or any Subsidiary of any Loan Party from any of the Company following: (i) any exercise by any of the holders of any of the New Warrants, (ii) any refinancing of all or any portion of the outstanding New Term Loans hereunder, (iii) any issuance by any Loan Party of any Indebtedness (other than Indebtedness permitted under Section 6.1 hereof), (iv) any Sale Leaseback Transaction, other than a Sale Leaseback Transaction permitted by Section 6.8 hereof, or (v) any sale or other disposition of any asset of a Loan Party permitted by Section 6.7(g) and in accordance with and subject to Section 6.7(g), the Borrower shall prepay the New Term Loans in an amount equal to 100% of such Net Cash Proceeds; provided, that the acceptance by the Administrative Agent or any New Term Lender of any prepayment by the Borrower on account of the occurrence of any of the transactions or events set forth in this Section 2.6(c) that shall also constitute an Event of Default hereunder shall not constitute a waiver by the Administrative Agent or any such New Term Lender of the rights and remedies that it would otherwise have under this Credit Agreement or at law as a result of the occurrence and during the continuance of such Event of Default. (d) Subject to the terms of the Intercreditor Agreement, not later than two (2) Business Days following the receipt by, on behalf of or at the direction of, the Borrower or any other Loan Party (or by the Collateral Agent as loss payee), of any payment of Net Cash Proceeds of any Recovery Event (other than Net Cash Proceeds which constitute Condemnation Proceeds or proceeds of any insurance with respect to any of the Collateral) (provided, that so long as no Default or Event of Default shall have occurred and then be continuing such Net Cash Proceeds received in connection with any Recovery Event (or any portion thereof) may be expended or irrevocably committed by the Borrower or any other Loan Party to repair or replace the property which was the subject of such Recovery Event as promptly as practicable but in any event within 180 days of such loss, damage or injury, except that in the event that any such property shall constitute a Real Property Asset, the Borrower or any other such Loan Party may repair or replace such Real Property Asset within 12 months of such loss, damage or injury, and, in any case of the proposed repair or replacement of any such property, the Borrower shall furnish to the Administrative Agent evidence satisfactory to the Administrative Agent and shall have certified to the Administrative Agent that such proceeds (or such proceeds together with other funds which are available to the Borrower and permitted to be used for such purpose pursuant to the terms hereof) are sufficient to repair or replace such property (pending which the Administrative Agent shall hold such proceeds), the Borrower shall prepay or, to the extent the Administrative Agent is loss payee under any insurance policy (if applicable), irrevocably direct the Administrative Agent to apply as a prepayment, an amount equal to 100% (or such lesser percentage which represents the remaining portion of such Net Cash Proceeds not expended or committed pursuant to the first parenthetical phrase hereof) of such Net Cash Proceeds; provided, however, that with respect to tangible property subject to any Permitted Encumbrance, no such prepayment shall be required to the extent that this Section 2.6(d) would require an application of proceeds of any Recovery Event that would violate or breach any of the provisions of the instruments or documents under which such Permitted Encumbrance arises or which governs the application of proceeds. (e) Concurrently with the making of any prepayment pursuant to Section 2.6(b), 2.6(c) or 2.6(d), the Borrower shall deliver to the Administrative Agent, a certificate signed by a Financial Officer of the Borrower setting forth a reasonably detailed calculation of the amount of such prepayment. (f) All prepayments of New Term Loans under this Section 2.6 shall, as regards Interest Rate Type, be applied first to Base Rate Loans then to Eurodollar Loans in the order of the scheduled expiry of Interest Periods with respect thereto (i.e. those Eurodollar Loans with Interest Periods which end sooner would be paid before those with Interest Periods which end later). (g) All prepayments under this Section 2.6 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment. (h) Notwithstanding the terms of this Section 2.6, if at any time or from time the mandatory prepayment of any New Term Loan would result, after giving effect to time voluntarily prepay the prepayment and other procedures set forth in this Section 2.6 and Section 2.9 of this Credit Agreement, in the Borrower incurring costs as a result of Eurodollar Loans ("Affected Eurodollar Loans") being prepaid other than on the last day of an Interest Period applicable thereto, which costs are required to be paid hereunder, then the Borrower may, in whole or its sole discretion, deposit amounts that otherwise would have been paid in part without premium or penalty; provided that respect of the Affected Eurodollar Loans with the Administrative Agent (i) such notice which amount must be equal in amount to the amount of the Affected Eurodollar Loans not immediately prepaid) to be held as a security for the obligations of the Borrower to make such mandatory prepayment pursuant to a cash collateral agreement to be entered into in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenders, with such cash collateral to be received directly applied upon the first occurrence or occurrences thereafter of the last day of an Interest Period applicable to each relevant New Term Loan that is a Eurodollar Loan (or such earlier date or dates as shall be requested by the Administrative Agent not later than 11:00 a.m. (ABorrower) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a repay an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate such Eurodollar 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, equal to the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Affected Eurodollar Loans to be prepaid and, if Term SOFR 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 (based on such Lender’s Pro Rata Share). If such notice is given by the Company, the Company 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, any additional amounts required not initially repaid pursuant to Section 3.05this sentence.

Prepayments. (a) The Company Borrower may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of Loans or Term SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency 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 Loans or Term SOFR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably 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 delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or upon the closing of any acquisition or disposition, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent delivered on or prior to the date that is one (1) Business Day prior to such prepayment date) if such condition is not satisfied. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan and any Alternative Currency Term Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 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 the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed an amount equal to one hundred five percent (105%) of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100%) of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.16, 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. 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 further exchange rate fluctuations. (d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans and L/C Obligations denominated in Alternative Currencies at such time exceeds an amount equal to one hundred five percent (105%) of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or Cash Collateralize Letters of Credit in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed one hundred percent (100%) of the Alternative Currency Sublimit then in effect. (e) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds an amount equal to one hundred five percent (105%) of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount of L/C Obligations as of such date of payment to an amount not to exceed one hundred percent (100%) of the Letter of Credit Sublimit then in effect.

Prepayments. The Company (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 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. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid prepaid, and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, 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) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York City time on the date of the prepayment in the case of Swing Line Loans and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company 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 Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative 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 Borrowers 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) The Company Borrower may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify 52 the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment on the date specified therein; provided that any such notice may state that it is conditioned upon the incurrence of other indebtedness or the receipt of proceeds from another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. Any prepayment of any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.19(a), each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such prepayment shall be in a minimum principal amount of $100,000. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment . (c) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then the Borrower shall promptly, but in no event later than within two Business Days after receipt of any Loan such notice, prepay Loans and/or Cash Collateralize the L/C Obligations 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 Aggregate Commitments then in effect; provided, however, that no Borrower shall be accompanied by all accrued interest on required to Cash Collateralize the amount prepaid, together with, in the case of any Term SOFR Loan, any additional amounts required L/C Obligations pursuant to this Section 3.052.06(c) unless, after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent, (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. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) on the date of prepayment of Base Rate Adjusted Daily SOFR Loans, and (C) one three Business Day Days (or five Business Days, in the case of prepayment of Alternative Currency Loans denominated in Special Notice Currencies) prior to any date of prepayment of SOFR Daily Floating Alternative Currency Loans, and (D) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Adjusted Daily SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. 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 SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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; provided, that, such notice may specify that such prepayment is conditioned upon the consummation of a particular transaction or refinancing of the Indebtedness hereunder. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any prepayment of Term SOFR LoanLoans or Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) If the Administrative Agent notifies the Company at any time that (i) other than as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed the Aggregate Commitments, or (ii) solely as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments, then, in any such case, within five Business Days after receipt of such notice, the Borrowers 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 the Aggregate Commitments. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Alternative Currency Loans at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit, then, within five Business Days after receipt of such notice, the Borrowers shall prepay Alternative Currency Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Incremental Term 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. (A) two three (3) U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating 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 thereof or, in each case, if less, the entire principal amount thereof then outstanding; outstanding (or in the case of each of clauses (ii) and (iv) any iii), such notice other amount as may be conditioned upon provided in the effectiveness of other Indebtedness or the occurrence of one or more other transactions or eventsapplicable Incremental Term Loan Agreement). Each such notice shall specify (x) the date and amount of such prepayment prepayment, (y) whether such Loans are Committed Loans or Incremental Term Loans, and, if Incremental Term Loans, the applicable Series and (z) the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender or Incremental Term Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender▇▇▇▇▇▇’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all or any part of the outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any Loan SOFR Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each such prepayment (1) of Committed Loans shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Pro Rata Shares and (2) of Incremental Term Loans shall be applied to Incremental Term Loans in such Series in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that 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 Committed Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans, 3-Year Term Loans or 5-Year Term 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. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (BC) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (D) on the date of prepayment of Daily Simple SOFR Loans or Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term Daily Simple SOFR Loans or Term SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of $1,000,000 in excess the Dollar Equivalent thereof; and (iiiiv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Pro Rata ShareApplicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a Notice of Loan Prepayment delivered by any Borrower may state that such notice is conditioned on the occurrence of a refinancing of all or any portion of the Loans or the occurrence of any other event which would have provided the cash proceeds for such prepayment, in which case such notice may be revoked (subject to payment of any amounts, if any, required pursuant to Section 3.05) by such Borrower (by notice to Administrative Agent at least one Business Day prior to the date of such prepayment specified in the applicable Notice of Loan Prepayment) if such condition is not satisfied. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in direct order of maturity, unless otherwise elected by the applicable Borrower. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. (b) The Company may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company 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 delivered by the Company may state that such notice is conditioned on the occurrence of a refinancing of all or any portion of the Loans or the occurrence of any other event which would have provided the cash proceeds for such prepayment, in which case such notice may be revoked by the Company (by notice to the Swing Line Lender on or prior to the specified closing date of such refinancing or other such event) if such condition is not satisfied. (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed an amount equal to 105% of the Aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations 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 Aggregate Revolving Credit Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(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 Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit 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 further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies plus the Outstanding Amount of all L/C Obligations denominated in Alternative 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 Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations 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. 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 further exchange rate fluctuations.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty, subject to Section 2.04(i) below; 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. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.052.18. Subject to Section 2.21, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) In the event and on each occasion that (i) other than as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit in accordance with Section 1.09, (A) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (B) the Foreign Borrower Exposure exceeds $200,000,000, the Borrowers shall prepay Revolving Credit Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $200,000,000 or (ii) as a result of any revaluation of the Dollar Equivalent of any Borrowing or Letter of Credit pursuant to Section 1.09, (x) the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Credit Commitment, the Borrowers shall prepay Revolving Credit Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent in accordance with Section 2.03(o)) in an aggregate amount equal to such excess or (y) the Foreign Borrower Exposure exceeds $210,000,000, the Borrowers shall prepay Revolving Borrowings in an aggregate amount such that after giving effect to such prepayments, the Foreign Borrower Exposure shall not exceed $210,000,000. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Company or any Restricted Subsidiary in respect of any Prepayment Event that occurs on or after the Closing Date, the Company shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within five Business Days after such Net Proceeds are received), prepay Term Borrowings in an amount equal to such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Financial Officer of the Company to the effect that the Company intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within one year after receipt of such Net Proceeds to acquire, repair or restore assets to be used or useful in the business of the Company or the Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, of any Restricted Subsidiaries), or to consummate any Permitted Acquisition of Persons that will become, or assets that will be held by, Domestic Subsidiaries (or in the case of Prepayment Events of Foreign Subsidiaries, that will become Restricted Subsidiaries or be held by any Restricted Subsidiaries) permitted hereunder (but not of other Persons), and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such one-year period (or within a period of 180 days thereafter if by the end of such initial one-year period the Company or one or more Domestic Subsidiaries (or, to the extent permitted above, Foreign Subsidiaries) shall have entered into an agreement with a third party to acquire, repair or restore such assets, or to consummate such Permitted Acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. (d) In the event and on each occasion that, as a result of the receipt of any cash proceeds by the Company or any Restricted Subsidiary in connection with any Disposition of any asset or any other event that occurs on or after the Closing Date, the Company or any other Loan Party would be required by the terms of any Indebtedness that is Subordinated Indebtedness with respect to the Loan Document Obligations (or any Refinancing Indebtedness in respect thereof) to repay, prepay, redeem, repurchase or defease, or make an offer to repay, prepay, redeem, repurchase or defease, any such Subordinated Indebtedness (or such Refinancing Indebtedness) or any other Subordinated Indebtedness, then, prior to the time at which it would be required to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer, the Company shall, if and to the extent it would reduce, eliminate or satisfy any such requirement, (i) prepay Term Borrowings or (ii) use such cash proceeds to acquire assets in one or more transactions permitted hereby. (e) Following the end of each fiscal year of the Company, commencing with the fiscal year ending December 31, 2024, the Company shall prepay Term Borrowings in an aggregate amount equal to the Specified ECF Percentage of Excess Cash Flow for such fiscal year; provided that such amount shall be reduced by the aggregate amount of voluntary prepayments of Term Borrowings and Revolving Credit Borrowings (but only to the extent accompanied by a permanent reductions of the corresponding Commitment) made pursuant to this Section 2.04 during such fiscal year and after the end of such fiscal year but prior to the date on which the prepayment pursuant to this paragraph (e) for such fiscal year is required to have been made, excluding any such prepayments to the extent financed from Excluded Sources. Each prepayment pursuant to this paragraph shall be made no later than the date that is five Business Days following the date on which financial statements are required to be delivered pursuant to Section 5.01(a) with respect to the fiscal year for which Excess Cash Flow is being. (f) Prior to any optional or mandatory prepayment of Borrowings under this Section, the applicable Borrower, or the Borrower Agent on its behalf, shall specify the Borrowing or Borrowings to be prepaid in the notice of such prepayment delivered pursuant to paragraph (g) of this Section 2.04. In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of more than one Class are outstanding, the Company shall select Term Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated among the Term Borrowings pro rata (including Term A Loans, Term B Loans, Incremental Term Loans and Refinancing Term Loans) based on the aggregate principal amounts of outstanding Borrowings of each such Class. (g) The applicable Borrower, or the Borrower Agent on its behalf, shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder not later than the time that a Loan Notice would be required under Section 2.02 if such Borrower were requesting a Revolving Borrowing of the Type of Borrowing being prepaid; provided that if a Borrower delivers a Loan Notice in respect of the conversion or continuation of any Borrowing, such Borrowing shall not be prepaid until the Interest Period applicable to such Borrowing at the time such Loan Notice is delivered has expired. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that (A) if a notice of optional prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.05, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05 and (B) a notice of prepayment of Term Borrowings pursuant to paragraph (a) of this Section 2.04 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 the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and currency as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.08 together with any additional amounts required pursuant to Section 2.18. (h) Notwithstanding the foregoing, the Company shall not be required to prepay any Term Borrowings with any Foreign Source Prepayment to the extent the repatriation to the Company of such Foreign Source Prepayment (i) would result in a material tax liability to the Company or any of its Restricted Subsidiaries, (ii) is prohibited or restricted by any applicable Requirement of Law or (iii) would conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such Foreign Source Prepayment shall not be required to prepay any Term Borrowings pursuant to Section 2.10(b); provided that, if such repatriation would no longer result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties of any director, officer or employee of the applicable Foreign Subsidiary, then such an amount equal to such Foreign Source Prepayment shall be promptly repatriated to the Company and such proceeds shall thereafter be applied to the repayment of Term Borrowings pursuant to Section 2.04(c); and provided, further, that in the case of any Prepayment Event in respect of which the Net Proceeds are less than $20,000,000, no prepayment shall be required to be made in respect of any Net Proceeds as to which such repatriation would continue to result in a material tax liability to the Company or any of its Restricted Subsidiaries, be prohibited or restricted by any applicable Requirement of Law or conflict with the fiduciary duties on the date 365 days following such Prepayment Event. (i) In the event that all or any portion of the Term B Loans is repaid or prepaid (including as a result of any mandatory prepayments, voluntary prepayments, payments following acceleration of the Loans or any Event of Default) prior to the dates specified below, such repayments or prepayments will be made (A) together with a premium equal to the Applicable Make-Whole Amount as of the date of such repayment or prepayment, if such repayment or prepayment occurs on or after the Closing Date and on or prior to the first anniversary of the Closing Date, (B) at 101% of the principal amount so repaid or prepaid, if such repayment or prepayment occurs after the first anniversary of the Closing Date but on or prior to second anniversary of the Closing Date and (C) 100% of the principal amount repaid or prepaid, if such repayment or prepayment occurs at any time after the second anniversary of the Closing Date (the foregoing premiums (including the Applicable Make-Whole Amount), the “Prepayment Premium”); provided that the Prepayment Premium shall not apply to any repayments or prepayments made pursuant to Section 2.04(c), Section 2.04(e) or Section 2.07(a). If the term B Loans are accelerated or otherwise become due prior to their applicable Maturity Date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Term B Loans that becomes due and payable shall equal 100% of the principal amount of the Term B Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Term B Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Term B Loans are accelerated or otherwise become due prior to their applicable Maturity Date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to a voluntary prepayment of the Term B Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Term B Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Term B Lender’s loss as a result thereof. Any premium payable above shall be presumed to be the liquidated damages sustained by each Lender and the Company agrees that it is reasonable under the circumstances currently existing. THE COMPANY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by

Prepayments. The Company may(a) Subject to subsection 2.16, upon notice from the Company to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that (i) such , upon irrevocable notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 given prior to 10:00 a.m. (A) two at least three U.S. Government Securities Business Days prior to any date in advance in the case of prepayment of Term LIBORTerm SOFR Loans, (B) at least three Business Days in advance in the case of EURIBOR Loans and ▇▇▇▇▇ ▇▇▇▇▇ and on the requested prepayment date of prepayment in the case of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify specifying the date and amount of such prepayment and whether the Type(s) prepayment is of LIBORTerm Benchmark Loans to be prepaid (identifying the applicable Tranche or Tranches), Base Rate Loans, ▇▇▇▇▇ Loans or a combination thereof, and, if Term SOFR Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of any such Loans. The notice the Administrative Agent will shall 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 (based on such Lender’s Pro Rata Share)Bank thereof. If any such notice is given by the Companygiven, the Company shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any Partial prepayments shall be in an aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) If at any time after the Closing Date, (i) the sum of the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of outstanding Loans and LOC Obligations shall exceed the aggregate amount of the Commitments at such time or (ii) the aggregate principal Dollar Amount (determined as of the most recent Revaluation Date) of Loans that are Foreign Currency Loans outstanding to the Company exceeds $250,000,000, then, in each case, the Loans shall be prepaid in an amount sufficient to eliminate such excess within one Business Day following the Company’s receipt of notice thereof. (c) No prepayment under this subsection 2.6 shall result in the reduction of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, any additional amounts required Commitments unless otherwise effected pursuant to Section 3.05subsection 2.5.

Prepayments. (a) The Company Borrower may, upon notice from the Company delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty (subject to the last sentence hereof); 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. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each casecase of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender Each prepayment of its receipt the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment relevant Facilities. (based on such Lender’s Pro Rata Share). b) If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. . (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a Term SOFR Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.052.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of

Prepayments. The Company (a) Borrower may, upon notice from the Company 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 in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three (3) U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (B) on the four (4) Business Days prior to any date of prepayment of Base Rate Loans, any Alternative Currency Loan and (C) one (1) Business Day prior to any date of prepayment of SOFR Daily Floating Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Alternative Currency Loans shall be in the Dollar Equivalent of a principal amount of Five Million Dollars ($5,000,000) or the Dollar Equivalent of a whole multiple of One Million Dollars ($1,000,000) in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of One Million Dollars ($5,000,000 1,000,000) or a whole multiple of Five Hundred Thousand Dollars ($1,000,000 in excess thereof; (iii500,000) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Loans, as applicable, are to be prepaid, the Interest Period(s) of such Loans. 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 (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company 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 any a Term SOFR Loan or Alternative Currency Loan, as applicable, shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their respective Applicable Percentages. The Agent and each Lender party hereto hereby (i) waive the requirements set forth in the first sentence of Section 2.05(a) of the Existing Credit Agreement with respect to the prepayment of Committed Loans occurring on the Closing Date (including, for the avoidance of doubt, the requirement that Borrower deliver a notice with respect thereto) and (ii) consent to the non-pro rata repayment in full of all Obligations owing to, and termination of the Commitments of, any Lender (in this instance only, as defined in the Existing Credit Agreement) under the Existing Credit Agreement that is not a party hereto on the Closing Date, notwithstanding anything to the contrary set forth herein. (b) Borrower may, upon notice to Swing Line Lender (with a copy to Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Swing Line Lender and Agent not later than 1:00 p.m. one (1) U.S. Government Securities Business Day prior to the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of One Million Dollars ($1,000,000) or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason (i) the Dollar Equivalent of the Total Outstandings at any time exceed the Aggregate Commitments or (ii) the Total Outstandings denominated in an Alternative Currency at any time exceed the Alternative Currency Sublimit then in effect, as applicable, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans, Existing Term Loans or RPS Acquisition Term 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. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of $1,000,000 in excess the Dollar Equivalent thereof; and (iiiiv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on such Lender’s Pro Rata ShareApplicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the Company applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Existing Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed an amount equal to 105% of the Aggregate Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations 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 Aggregate Revolving Credit Commitments then in effect; provided, however, that, subject to the provisions of Section 2.17(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 Loans the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit 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 further exchange rate fluctuations. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies plus the Outstanding Amount of all L/C Obligations denominated in Alternative 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 Borrowers shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations 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. 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 further exchange rate fluctuations.

Prepayments. (a) The Company Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. noon (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) on four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Base Rate any Alternative Currency Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Base Rate Loans; and (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating 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; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) 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 1,000,000 in excess thereof or, in each casecase of the foregoing clauses (ii) through (iv), if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the CompanyBorrower, the Company Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is to be made from the proceeds of another transaction that will result in the refinancing of all of the Obligations and the termination of this Agreement, then such prepayment may be conditioned upon the closing of such refinancing transaction. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at such time exceed the Aggregate Commitments then in effect, the Borrower shall, within one Business Day after receipt of such notice, 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 Aggregate Commitments then in effect.

Prepayments. The Company (a) Each Borrower may, upon notice from the Company such Borrower to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penaltypenalty (subject to Section 3.05); provided that that, except as otherwise agreed to by the Administrative Agent: (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. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five Business Days, in the case of prepayment of Committed 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 Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or SOFR Daily Floating Rate Alternative Currency Loans shall be in a principal amount of $5,000,000 500,000 units of the Applicable Currency or a whole multiple of $1,000,000 100,000 units of the Applicable Currency 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 $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any provided, further, that, a Notice of Loan Prepayment may state that such notice may be is conditioned upon the effectiveness of other Indebtedness credit facilities or the occurrence of any one or more other transactions or eventsevents specified therein, in which case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and the amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid, the currency or currencies of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment (based on such Lender’s Pro Rata Share)prepayment. If such notice is given by the Companya Borrower, the Company 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 any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent) pursuant to delivery to the Swing Line Lender and the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that, except as otherwise agreed by the Swing Line Lender and the Administrative Agent, (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. (c) If at any time, (i) other than as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed the Aggregate Commitments in effect at such time, the Company shall immediately prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Total Outstandings as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect, and (ii) the Administrative Agent notifies the Company in writing that, solely as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceeds 105% of the Aggregate Commitments in effect at such time, the Company shall within two Business Days after receipt of such notice prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce the Total Outstandings as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided that, in each case, 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 Loans, the Total Outstandings at such time exceeds the Aggregate Commitments then in effect.