Common use of Prepayments Clause in Contracts

Prepayments. (a) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any Borrower The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two (2) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any date of prepayment of Term SOFR Rate Loans and (B) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a the principal amount of $1,000,000 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 the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid prepaid, and, if 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepayment. If such notice is given by a Borrowerthe Borrowers, such Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice therein (which date may state that such notice is be conditioned upon the occurrence effectiveness of one other credit facilities or more events other transactions specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied). Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of the relevant Facility. (b) If If, for any reason and at any time, (i) the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time or (ii) the Outstanding Amount at any time of L/C Obligations exceeds the Aggregate Commitments then in effectLetter of Credit Sublimit at such time, the Borrowers shall immediately prepay the Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations, as applicable, in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b), unless, after the prepayment in full of the Revolving Credit Loans, the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans any Borrowing in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time, (A) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, (B) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans and (BC) on the date of prepayment of Base Rate Loans; Loans and (ii) any prepayment of SOFR Loans any Borrowing shall be in a principal an aggregate amount of $1,000,000 or a whole that is an integral multiple of $1,000,000 in excess thereof; the Borrowing Multiple 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 not less than the Borrowing Minimum or, in each case, if less, the entire principal amount thereof of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Borrowing or Borrowings to be prepaid and, if a Term SOFR Loans are Borrowing is to be prepaid, the Interest Period(s) of such LoansPeriod applicable thereto. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified thereinin the applicable notice; provided that such notice of prepayment may state that such notice prepayment is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of such prepayment) if such any applicable condition is not satisfied. Any prepayment of a Term SOFR Loan or Daily Simple SOFR 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 2.122.13, each such prepayment of a Borrowing shall be applied to the Loans of the Lenders comprising such Borrowing in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount Administrative Agent notifies the Borrower at any time exceeds 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 Borrowers Borrower shall immediately prepay Loans in an aggregate amount equal sufficient to eliminate such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that: , upon irrevocable notice delivered to the Administrative Agent no later than (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. A.M., New York City time, three (A3) three U.S. Government Securities Business Days prior to any date thereto, in the case of prepayment of Daily Simple SOFR Loans and (B) on the date of prepayment of Base Rate Loans; , (ii) any prepayment 11:00 A.M., New York City time, three (3) U.S. Government Securities Business Days prior thereto, in the case of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; Loans, 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 or11:00 A.M., New York City time, on the date thereof, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Loans to be prepaid andDaily Simple SOFR Loans, if Term SOFR Loans are to be prepaidor ABR Loans; provided, that if a Daily Simple SOFR Loan, Term SOFR Loan or ABR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrower shall also pay any amounts owing pursuant to Section 2.14. 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 Applicable Percentage of such prepaymentthereof. If any such notice is given by a Borrowergiven, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Loan shall be accompanied by all together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment Partial prepayments of Loans shall be applied to the Loans in an aggregate principal amount of the Lenders in accordance with their respective Applicable Percentages$1,000,000 or a whole multiple thereof. (b) If for If, on any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effectdate, the Borrowers Total Loans outstanding on such date exceed the Adjusted Total Participations in effect on such date, the Borrower immediately shall immediately prepay the Loans in the amount of such excess. Any such prepayment of Loans pursuant to this Section 2.5(b) shall be made together with accrued interest to the date of such prepayment on the amount prepaid and the Borrower shall also pay any amounts owing pursuant to Section 2.15. (c) If any Lender has become a Declining Lender prior to the delivery of a notice by the Borrower for an aggregate amount equal applicable Daily Simple SOFR Conversion Date, Term SOFR Conversion Date, ABR Conversion Date or Continuation Date, then the Loans in respect of such Declining Lender subject to such excessnotice shall be repaid to such Declining Lender on such Daily Simple SOFR Conversion Date, Term SOFR Conversion Date, ABR Conversion Date or Continuation Date, as applicable.

Prepayments. (a) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by 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; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any Borrower may, upon notice to the Administrative AgentAgent from such Borrower, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR 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 a whole multiple of $1,000,000; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified thereinin the applicable notice; provided that if such notice is given in connection with a full or partial refinancing of the Commitments, such notice may state that such notice is conditioned condition the prepayment upon the occurrence effectiveness of one or more events specified thereinsuch refinancing Indebtedness, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of such prepayment) if such condition is not satisfied. Any prepayment of a SOFR Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount Administrative Agent notifies the Borrowers at any time exceeds that (i) 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 effect or (ii) other than as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed the Aggregate Commitments then in effect, then, in either case, within two Business Days after receipt of such notice, the Borrowers shall immediately prepay Loans in an aggregate amount at least equal to such excess. (c) If the Administrative Agent notifies the Borrowers at any time that (i) solely as a result of fluctuations in currency exchange rates, 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 or (ii) other than as a result of fluctuations in currency exchange rates, the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds the Alternative Currency Sublimit then in effect, then, in either case, 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) Any The Borrower may, upon notice 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two (2) Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) such notice may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the 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 amount of such prepayment and the Type(s) of Committed 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.required (b) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice 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 Loans and Term Loans in whole or in part without premium or penalty; provided provided, that: , (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two (2) Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orthereof, or in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid prepaid, whether such prepayment is of Revolving Loans or Term Loans, 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 Applicable Percentage of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages of each relevant Facility. (b) If for any reason the Outstanding Amount Total Revolving Outstandings at any time exceeds exceed the Aggregate Revolving Commitments then in effect, the Borrowers Borrower shall immediately prepay Revolving 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(b) unless, after the prepayment in full of the Revolving Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. All prepayments under this Section 2.05(b) 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) Any The Borrower may, upon notice 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two (2) Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) such notice may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the 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 amount of such prepayment and the Type(s) of Committed 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.13, 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 Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two (2) Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans or Daily Simple SOFR Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or Daily Simple 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) such notice may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the 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 amount of such prepayment and the Type(s) of Committed 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.13, 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 Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any Borrower may, upon notice All Notes issued with respect to the Administrative Agent, at any time Unit that has suffered or from time been deemed to time voluntarily prepay Loans have suffered a Casualty Occurrence shall be prepaid in whole or in part without premium by the Borrower if such Unit or penalty; provided that: Units are not replaced pursuant to Section 7.3 hereof on the relevant date determined pursuant to Section 7.3 hereof, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such notice must be received by Notes as at the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of such prepayment of SOFR Loans and for such Unit or Units (B) after deducting therefrom the principal installment, if any, due on the date of prepayment such prepayment) by a fraction, the numerator of Base Rate Loans; which shall be the Equipment Cost of such Unit or Units of Equipment and the denominator of which shall be the aggregate Equipment Cost of all Units of Equipment subject to the Mexican Trust Agreement immediately prior to the date of such prepayment, (ii) any prepayment as to interest, the aggregate amount of SOFR Loans shall be interest accrued and unpaid in a respect of the principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Notes to be prepaid and, if SOFR Loans are pursuant to be prepaid, the Interest Period(sclause (i) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on above to but not including the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower prepayment (by notice to the Administrative Agent after deducting therefrom any principal installment due on or prior to the specified effective datedate of such prepayment) and (iii) a premium in an amount equal to the Positive Make-Whole Amount, if such condition is not satisfied. Any prepayment any, applicable in respect of a SOFR Loan shall the principal amount of the Notes to be accompanied by all accrued interest prepaid pursuant to clause (i) above on the amount prepaiddate of such prepayment; provided that, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each if such prepayment shall be applied to result in a Negative Make-Whole Amount, the Loans holders of the Lenders Notes so to be prepaid shall pay such Negative Make-Whole Amount in accordance with their respective Applicable Percentagesthe provisions of Section 7.15 of this Agreement. (b) If for any reason the Outstanding Amount All Notes issued at any time exceeds outstanding hereunder may upon not less than three (3) Business Days prior written notice be prepaid in whole or in part upon the Aggregate Commitments then in effectrequest of the Borrower at any time on a date selected by the Borrower at a price equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, up to, but not including the Borrowers shall immediately prepay Loans in date of such payment plus, an aggregate amount equal to the Positive Make-Whole Amount determined as of the Business Day immediately preceding such excessprepayment date, if any, applicable in respect of the principal amount of such Notes to be prepaid pursuant to this Section 4.8(b); provided that, if such prepayment shall result in a Negative Make-Whole Amount, the holders of the Notes so to be prepaid shall pay such Negative Make-Whole Amount in accordance with the provisions of Section 7.15 of this Agreement; provided, further, that if the Borrower shall prepay any Notes at any time prior to the third anniversary of the Closing Date pursuant to this Section 4.8(b), the Borrower shall also pay to the Lender in immediately available funds the applicable Prepayment Fee. (c) If at any time as a result of a Change in Tax Law (as defined below) the Borrower is or becomes obligated to make any increased payments pursuant to Section 7.11 hereof in respect of any payment of interest on account of any of the Notes in excess of the amounts payable without regard to such Change in Tax Law, the Borrower may give the Lender irrevocable written notice (a “Tax Prepayment Notice”) of the prepayment of the Notes on a specified prepayment date (which shall be a Business Day not less than 30 days nor more than 60 days after the date of such notice) and the circumstances giving rise to the obligation of the Borrower to make any increased payments and the amount thereof and stating that all of the Notes shall be prepaid on the date of such prepayment at 100% of the principal amount so prepaid together with interest accrued thereon up to, but not including the date of such prepayment and Make-Whole Amount, if any, with respect thereto unless the Lender gives Borrower written notice no more than 20 days after receipt of the Tax Prepayment Notice (or, if earlier, the tenth day prior to the date for the payment giving rise to such increased payments), rejecting such prepayment (a “Tax Prepayment Rejection Notice”). The form of Tax Prepayment Rejection Notice shall also accompany the Tax Prepayment Notice and shall state that execution and delivery thereof by the Lender shall operate as a permanent waiver of its right to receive the increased payments arising as a result of the circumstances described in the Tax Prepayment Notice in respect of all future payments of interest (but not of the Lender’s right to receive any increased payments that arise out of circumstances not described in the Tax Prepayment Notice or which exceed the amount of the increased payment described in the Tax Prepayment Notice). The Tax Prepayment Notice having been given, the principal amount of the Notes together with interest accrued thereon to the date of such prepayment and Positive Make-Whole Amount, if any, with respect thereto shall become due and payable on such prepayment date, unless the Lender shall timely give a Tax Prepayment Rejection Notice. If any prepayment under this Section 4.8(c) shall result in a Negative Make-Whole Amount, the holders of the Notes so to be prepaid shall pay such Negative Make-Whole Amount in accordance with the provisions of Section 7.15 of this Agreement, No prepayment pursuant to this Section 4.8(c) shall affect the obligation of the Borrower to pay increased payments in respect of any payment made on or prior to the date of such prepayment. The Borrower may not offer to prepay or prepay Notes pursuant to this Section 4.8(c) (i) until the Borrower shall have taken commercially reasonable steps to mitigate the requirement to make the related increased payments or (ii) if the obligation to make such increased payments directly results or resulted from actions taken by the Borrower (other than actions required to be taken under applicable law), and any Tax Prepayment Notice given pursuant to this Section 4.8(c) shall certify to the foregoing and describe such mitigation steps, if any.

Prepayments. (a) Any The Borrowers shall have no right to prepay any principal amount of any Revolving Loan or Swing Loan other than as provided in subsection (b) below. Unless otherwise agreed by the relevant Lender in its sole discretion, no Borrower mayshall have the right to prepay any principal amount of any Competitive Bid Loan of such Lender except on the terms specified by the Company for such Competitive Bid Loan in the related Notice of Competitive Bid Loan Borrowing delivered pursuant to Section 3.02 and set forth in the Competitive Bid Loan Note, if any, evidencing such Competitive Bid Loan. (b) Each Borrower may without premium or penalty, (i) upon at least the number of Business Days’ prior notice specified in the first sentence of Section 3.01(a) with respect to any Revolving Loan of the same Type (such notice must be in a form reasonably acceptable 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: (iii) such upon notice must be received by the Administrative Agent not no later than 11:00 a.m. AM (ALondon time) three U.S. Government Securities one Business Days Day prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loansany Swing Loan, in any case given to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay the outstanding principal amounts of the Loans made to such Borrower comprising part of the same Revolving Loan Borrowing or Swing Loan Borrowing, as the case may be, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that the Company may condition any such notice upon the consummation of an acquisition, disposition, financing or other event; provided further, however, that (iix) each partial prepayment (other than any prepayment of SOFR Loans any Swing Loan) shall be in a an aggregate principal amount of not less than $1,000,000 10,000,000 or a whole an integral multiple of $1,000,000 in excess thereof; thereof (or the Foreign Currency Equivalent of such respective amounts in the case of Loans denominated in an Alternate Currency) and (iiiy) if any prepayment of Base any Eurocurrency Rate Loans shall be in made on a principal amount date which is not the last day of $500,000 an Interest Period for such Loans (or on a whole multiple of $100,000 in excess thereof or, in each case, if less, date which is not the entire principal amount thereof then outstanding. Each such notice shall specify the maturity date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Swing Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower), such Borrower shall make also pay any amounts owing to each Lender pursuant to Section 9.04(c) so long as such prepayment Lender makes written demand upon such Borrower therefor (with a copy of such demand to the Administrative Agent) within 20 Business Days after such prepayment. (c) Upon the occurrence of a Change of Control, if so requested in writing by the Required Lenders through the Administrative Agent within thirty (30) days after the Company notifies the Administrative Agent of the occurrence of such Change of Control, (i) the Company shall, on a day not later than five Business Days after the date of such request, prepay and/or cause to be prepaid the full principal of and interest on the payment amount specified Loans and all other amounts whatsoever payable under this Agreement (including without limitation amounts payable under Section 9.04(c) as a result of such prepayment) and provide cash collateral for all outstanding Letters of Credit as provided in such notice shall be due Section 7.02 (as if an Event of Default had occurred and payable was continuing) and (ii) the Commitments shall, on the date specified therein; provided that of such notice may state that such notice is conditioned upon request, forthwith terminate. (d) If (i) the occurrence obligations of one or more events specified therein, in which case such notice may be revoked the Company under Article X with respect to any outstanding Guaranteed Obligations owing by such any Designated Borrower (herein, the “Affected Borrower”) shall for any reason (x) be terminated, (y) cease to be in full force and effect or (z) not be the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms, and (ii) such condition continues unremedied for 15 days after written notice thereof shall have been given to the Company by notice to the Administrative Agent on or prior any Lender, then the Affected Borrower shall, no later than the 15th day after the date of such notice, prepay (and the Company shall cause to be prepaid) the specified effective date) if such condition is not satisfied. Any prepayment full principal of a SOFR Loan shall be accompanied by all accrued and interest on the amount prepaidLoans owing by such Affected Borrower and all other amounts whatsoever payable hereunder by such Affected Borrower (including, together with any additional without limitation, all amounts required pursuant to payable under Section 3.05. Subject to Section 2.12, each 9.04(c) as a result of such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesprepayment). (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Revolving Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) 2:00 p.m. on the date of prepayment of Base Rate such Committed Loans; and (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice must be in the form of a Notice of Loan Prepayment and shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a the Revolving Borrower, the Revolving Borrower shall make such prepayment of principal and interest accrued thereon and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.18, each such principal prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Notwithstanding the foregoing, the Revolving Borrower may rescind any notice of prepayment, if such prepayment would have resulted from a refinancing of all or a portion of the Committed Loans hereunder, which refinancing shall not be consummated or shall otherwise be delayed. (b) At any time an Autoborrow Agreement is not in effect, the Revolving Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Revolving Borrower, the Revolving Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. If an Autoborrow Agreement is in effect, prepayments of Swing Line Loans advanced thereunder shall be made pursuant to the terms of such Autoborrow Agreement. Notwithstanding the foregoing, the Revolving Borrower may rescind any notice of prepayment, if such prepayment would have resulted from a refinancing of all or a portion of the Swing Line Loans hereunder, which refinancing shall not be consummated or shall otherwise be delayed. (c) The Revolving Borrower may, upon notice to the New Vehicle Swing Line Lender, at any time or from time to time, voluntarily prepay New Vehicle Swing Line Loans in whole or in part without premium or penalty; provided that such notice may state that must be received by the New Vehicle Swing Line Lender not later than 4:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is conditioned upon given by the occurrence of one or more events Revolving Borrower, the Revolving Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the dated specified therein. Notwithstanding the foregoing, in which case such the Revolving Borrower may rescind any notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) of prepayment, if such condition is not satisfied. Any prepayment would have resulted from a refinancing of all or a SOFR 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 2.12, each such prepayment shall be applied to the Loans portion of the Lenders in accordance with their respective Applicable PercentagesNew Vehicle Swing Line Loans hereunder, which refinancing shall not be consummated or shall otherwise be delayed. (bd) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Revolving Borrower shall, upon demand by the Administrative Agent, immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess; provided, however, that, the Revolving 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 Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (e) If for any reason the aggregate Outstanding Amount of Swing Line Loans exceeds the Swing Line Sublimit, the Revolving Borrower shall, upon demand by the Administrative Agent, immediately prepay Swing Line Loans in an aggregate amount at least equal to such excess (f) If for any reason the Outstanding Amount at of any time New Vehicle Swing Line Loans exceeds the Aggregate Commitments then in effectany applicable Within Line Limitation, the Borrowers shall (jointly and severally) shall, upon demand by the Administrative Agent, immediately prepay such New Vehicle Swing Line Loans in an aggregate amount at least equal to such excess. (g) If for any reason the aggregate Outstanding Amount of New Vehicle Swing Line Loans exceeds the New Vehicle Swing Line Sublimit, the Borrowers (jointly and severally) shall, upon demand by the Administrative Agent, immediately prepay New Vehicle Swing Line Loans in an aggregate amount at least equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice delivery of a Notice of 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 . (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an amount equal to such notice may state that such notice is conditioned upon excess. In addition, the occurrence of one or more events specified therein, Borrower shall prepay the Loans (i) in which case such notice may be revoked full with proceeds received by such Borrower (by notice any Credit Party pursuant to the Administrative Agent Tax Equity Documents on or prior the Tax Equity Funding Date and (ii) to the specified effective dateextent required pursuant to Section 4.3 of the Depositary Agreement. (c) if To the extent a Change in Tax Law or Proposed Change in Tax Law shall have occurred such condition is that the Base Case Projections, as updated pursuant to Section 3.02(i), indicates that the aggregate amount of Bridge Loans then outstanding would exceed the maximum amount of Bridge Loans permitted to be drawn hereunder determined pursuant to such updated Base Case Projections, the Borrower shall immediately prepay the Bridge Loans in an amount sufficient to cause the outstanding amount of Bridge Loans then outstanding to not satisfied. exceed such maximum amount of Bridge Loans permitted to be outstanding pursuant to such updated Base Case Projections. (d) Any prepayment of a SOFR Loan may be made without premium or penalty, but 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 2.122.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. . Any prepayment of the Project LC Facility shall be (bi) If for first, applied ratably to the Project LC Borrowings then outstanding, (ii) second, ratably to the outstanding Project LC Loans and (iii) third, used to Cash Collateralize the remaining Project LC Obligations. Upon the drawing of any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effectProject Letter of Credit that has been Cash Collateralized, the Borrowers funds held as Cash Collateral shall immediately prepay Loans in an aggregate amount equal be applied (without any further action by or notice to such excessor from the Borrower or any other Credit Party) to reimburse the Project LC Issuers or Project LC Loan Lenders, as applicable.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or and from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loansprepayment; and (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 €250,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $€100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Loansprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such 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 provided, that such a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother credit facilities, in which case such notice may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for the aggregate Net Proceeds received by Subsidiaries of ▇▇▇▇ ▇▇▇▇▇▇ on account of Dispositions of any reason property or assets of a Loan Party described in clauses (f), (j), (m) and (n) of the Outstanding Amount at definition of Permitted Disposition exceeds $2,000,000 in any time exceeds Fiscal Year, then the Aggregate Commitments then in effect, Borrower shall prepay the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess, no later than three (3) Business Days after receipt by any Subsidiary of ▇▇▇▇ ▇▇▇▇▇▇ of such Net Proceeds, in each case without premium or penalty; provided, however, that such prepayment shall not be required to the extent that such Net Proceeds were received by Quiksilver Canada Corp. or QS Retail Canada Corp. and have been utilized to prepay the loans or cash collateralize other obligations under the Canadian facility under the ABL Credit Agreement. Notwithstanding the foregoing, in the case of a Disposition of the DC Shoes Business, an amount equal to such Net Proceeds received by Subsidiaries of ▇▇▇▇ ▇▇▇▇▇▇ may be utilized first, to prepay loans and/or cash collateralize other obligations under the Canadian subfacility under the ABL Credit Agreement, provided such Net Proceeds were received by Quiksilver Canada Corp. or QS Retail Canada Corp.; second, in the event such Disposition of the DC Shoes Business is a voluntary sale, to prepay the loans then outstanding under Facility A (as defined under the French Credit Agreement); third, in the event such Disposition of the DC Shoes Business is a voluntary sale, unless the NP Cash Collateral (as defined under the French Credit Agreement) has been released prior to a Permitted Disposition of the DC Shoes Business, for the purpose of (x) releasing the NP Cash Collateral and substituting the Parent in lieu of Na Pali thereunder or (y) increasing the share capital of Quiksilver Europa SL by way of cash contribution (through a share capital increase of Biarritz Holdings S.à ▇.▇.), releasing the NP Cash Collateral and substituting Quiksilver Europa SL in lieu of Na Pali thereunder; and fourth, to prepay the Loans or the US Term Loans. (c) The Borrower shall prepay the Loans in an amount equal to the Net Proceeds received by the Borrower or ▇▇▇▇ ▇▇▇▇▇▇ on account of Dispositions of any property any assets of the Borrower or ▇▇▇▇ ▇▇▇▇▇▇ described in clauses (f), (j), (m) and (n) of the definition of Permitted Disposition no later than three (3) Business Days after receipt by any Loan Party of such Net Proceeds, in each case without premium or penalty. Notwithstanding the foregoing, in the case of a Disposition of the DC Shoes Business, an amount equal to such Net Proceeds may be utilized first, to prepay loans and/or cash collateralize other obligations under the Canadian subfacility under the ABL Credit Agreement, provided such Net Proceeds were received by Quiksilver Canada Corp. or QS Retail Canada Corp.; second, in the event such Disposition of the DC Shoes Business is a voluntary sale, to prepay the loans then outstanding under Facility A (as defined under the French Credit Agreement); third, in the event such Disposition of the DC Shoes Business is a voluntary sale, unless the NP Cash Collateral (as defined under the French Credit Agreement) has been released prior to a Permitted Disposition of the DC Shoes Business, for the purpose of (x) releasing the NP Cash Collateral and substituting the Parent in lieu of Na Pali thereunder or (y) increasing the share capital of Quiksilver Europa SL by way of cash contribution (through a share capital increase of Biarritz Holdings S.à ▇.▇.), releasing the NP Cash Collateral and substituting Quiksilver Europa SL in lieu of Na Pali thereunder; and fourth, to prepay the Loans or the US Term Loans. (d) The Borrower shall prepay the Loans in full, without premium or penalty, upon the occurrence of a Change of Control.

Prepayments. (a) Any The Borrower may, upon notice 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Term SOFR Loans, (B) on the date of prepayment of Daily SOFR Loans and (BC) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Daily SOFR Loans shall be in a principal amount of $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. 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 Applicable Percentage of such prepaymentprepayment of the applicable Class(es) of Loans. If such notice is given by a the Borrower, such 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 provided, however, that such a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the occurrence effectiveness of one other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or more events specified thereinother Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Term SOFR Loan or a Daily SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.18, each such prepayment of Loans of any Class made pursuant to this Section 2.06 shall be applied to the Loans of made ratably among the Lenders of such Class in accordance with their respective Applicable PercentagesPercentages of such Class of Loans. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Term SOFR 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Term SOFR 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 2.122.18, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Revolving Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two (2) Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each 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 (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 (c) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Any The Borrower may, upon notice 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Term Benchmark Loans or (B) five U.S. Government Securities Business Days prior to any date of prepayment of SOFR RFR Loans and (BC) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Term Benchmark Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or RFR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Term Benchmark Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 any such notice of prepayment may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereinthe closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such notice prepayment may be revoked by conditional upon the effectiveness of such Borrower (by other credit facilities or the closing of such other transaction. For the avoidance of doubt, any such conditional notice that does not result in a prepayment on the proposed prepayment date set forth in such notice shall be subject to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedprovisions of Section 3.05. Any prepayment of a SOFR Term Benchmark 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 2.122.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice delivery of a Notice of Loan Prepayment from the Borrower 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: that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of SOFR Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice prepayment may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfiedrevoked in accordance with Section 2.06. Any prepayment of a Term SOFR 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 2.122.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount Total Revolving Outstandings at any time exceeds exceed the Aggregate Revolving Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans and/or promptly within three (3) Business Days Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) Any Borrower The Company may, upon notice 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: that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate such Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrowerthe Company, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.122.16, each such prepayment shall be applied to the of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. (b) At any time during which an Autoborrow Agreement is not in effect, 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. (c) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments Revolving Advance Limit then in effecteffect (including the Revolving Borrowing Base in effect after giving pro forma effect to any Disposition required to be reported pursuant to Sections 6.02(c) and 6.03(g)), the Borrowers Company shall immediately prepay Loans and/or 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 Loans the Total Outstandings exceed the Revolving Advance Limit then in effect. (d) If for any reason the aggregate Outstanding Amount of Swing Line Loans exceeds the Swing Line Sublimit, the Company shall immediately prepay Swing Line Loans in an aggregate amount at least equal to such excess.

Prepayments. (a) Any Borrower The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be a Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans Loans, (B) [reserved], and (BC) on the date of prepayment of Base Rate LoansLoans (or, in each case, such shorter period as the Administrative Agent may agree in its sole discretion); (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) [reserved]; 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. 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 noticenotice in respect of any Loans, and of the amount of such Lender’s 's Applicable Loan Percentage of such prepayment. If such notice is given by a Borrowerthe Company, such Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such notice is given in connection with a full or partial refinancing of the Facilities, such notice may state that such notice is conditioned condition the prepayment upon the occurrence effectiveness of one or more events specified thereinsuch refinancing Indebtedness, in which case such notice may be revoked by such Borrower the Company (by notice to the Administrative Agent on or prior to the specified effective datedate of such prepayment) if such condition is not satisfied; provided that the Company shall pay any amounts required pursuant to Section 3.05. Any prepayment of a Term SOFR 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 2.12, each Each such prepayment of Loans shall be applied to the Loans of the Lenders in accordance with their respective Applicable Loan Percentages. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any Borrower 2.1 The Company may, upon notice to at its option, prepay the Administrative Agent, at any time or from time to time voluntarily prepay Loans Notes in whole or in part at any time without premium penalty or penalty; provided that: (i) such notice must be received by premium. 2.2 In the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date case of each prepayment of SOFR Loans and (B) on less than all of the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a outstanding Notes, the principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans so to be prepaid andshall be allocated among the respective Notes and holders thereof so that the principal amount to be prepaid shall be applied first to the additional Notes issued in connection with any deferral of an interest installment hereunder beginning with the last Note so issued and continuing therefrom to the Note or Notes issued immediately preceding the last such Note to be fully prepaid. 2.3 Written notice of each prepayment, if SOFR Loans any, pursuant to Section 2.1 hereof shall be given not less than thirty nor more than sixty days prior to each prepayment date. Such notice shall state: (1) The prepayment date; (2) If less than all of the outstanding Notes are to be prepaid, the Interest Period(sidentification (and, in the case of partial prepayment, the respective principal amounts) of such Loansthe Notes to be prepaid; and (3) The amount of accrued interest to be paid on the Notes to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such Such notice, and any other notice given to a holder of this Note, shall be mailed, postage prepaid, by first class mail to the payee herein named, irrespective of whether the payee is the holder of this Note; provided, however, that if any subsequent holder of this Note shall have presented it to the Company for inspection at the Office of the Company and shall have delivered to the Company at such office a written notice of the acquisition by such holder of this Note and designated in writing an address to which notices in respect of this Note shall be mailed, such notices shall be mailed to such holder at such designated address instead of to the payee herein named, unless and until any subsequent holder of this Note shall comply with the provisions of this Section 2.3. 2.4 On each prepayment date, the Company shall be obligated to prepay, at the Office of the Company, the principal amount of such Lender’s Applicable Percentage the Note, or the portion of such prepaymentprincipal amount to be prepaid pursuant to this Section 2, plus interest accrued on such principal amount, or portion thereof, to the prepayment date. If this Note is to be prepaid in whole or in part as hereinbefore provided, then this Note or the portion hereof to be prepaid, as the case may be, shall cease to bear interest on and after the date fixed for such notice is given by a Borrowerprepayment, such Borrower shall make provided such prepayment is duly made or duly provided for. Upon the due prepayment in part of this Note, the holder hereof shall surrender it to the Company, which shall thereupon issue and deliver with charge to such holder, a new Note for the unpaid balance of this Note; provided, however, that instead of surrendering this Note as aforesaid, the holder of this Note, with the approval of the Company, may, at its option, present this Note to the Company for notation hereon of the payment amount specified in such notice of the portion of the principal of this Note so prepaid and this Note shall thereupon be returned to or on the order of the holder hereof. To the extent that any of the Notes are prepaid, they shall be due canceled and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may not be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedredelivered. Any prepayment of a SOFR 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 2.12, each such prepayment shall be applied to the Loans of the Lenders new Note made and delivered in accordance with their respective Applicable Percentagesthe provisions of this Section shall be dated as of the date to which interest has been paid on the indebtedness to be evidenced by such new Note, or if no interest has yet been so paid, then dated the date hereof. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice 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 provided, that: , except as otherwise agreed by the Administrative Agent in its sole discretion, (i) such notice must be in the form of a Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three U.S. Government Securities (3) Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment 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 noticeNotice of Loan Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice a Notice of Loan Prepayment is given by a the Borrower, such the Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein; provided that such notice provided, that, a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother transactions, in which case such notice may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Term SOFR 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 2.12, each Each such prepayment shall be applied to the Committed Revolving 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, 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 Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (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 Outstanding Amount Total Revolving Outstandings at any time exceeds exceed the Aggregate Revolving Commitments then in effect, the Borrowers shall immediately Borrower shall, within one Business Day of receipt of written notice from the Administrative Agent, 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 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 Revolving Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such the Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Term SOFR 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 2.122.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount Administrative Agent notifies the Borrower at any time exceeds that the Total Outstandings at any such time exceed an amount equal to 100% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers Borrower shall immediately prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.15, the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. The principal amount of any Base Rate Advance may be prepaid in full or ratably in part at any time without premium or penalty and without regard to the Payment Date for such Advance (ain the case of any Base Rate Advance) Any Borrower mayupon written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent on the date of such prepayment; provided, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. LIBOR Advances may be prepaid in full or ratably in part at any time without premium or penalty prior to the applicable Payment Date, upon three (3) Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; provided, however, that the Borrower shall reimburse the Lenders and the Administrative Agent, on the earlier of demand by the applicable Lender or the applicable Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9; provided further, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. Term SOFR Advances may be prepaid in full or ratably in part at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: penalty prior to the applicable Payment Date, upon three (i3) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days Days’ prior written notice, or telephonic notice followed immediately by written notice, to any date of prepayment of SOFR Loans the Administrative Agent; provided, however, that the Borrower shall reimburse the Lenders and (B) the Administrative Agent, on the date earlier of demand by the applicable Lender or the applicable Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9; provided further, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. Any partial prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans hereunder shall be in a principal amount amounts of not less than $500,000 and in integral multiples of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and 250,000 (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 remaining outstanding principal amount thereof then outstandingthereof). Each such notice shall specify Initial Revolving Loans, Additional Revolving Loans, Other Revolving Loans and Swingline Loans prepaid pursuant to this Section 2.6(a) may be reborrowed, subject to the date terms and amount of such prepayment and the Type(sconditions hereof. Any Term C Loan, any Term D Loan, any Term E Loan, Incremental Term Loan or Other Term Loan, as applicable, prepaid pursuant to this Section 2.6(a) of Loans to may not be reborrowed. Amounts prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Loan shall be accompanied by all paid together with accrued interest on the amount prepaid, together with any additional amounts required pursuant to so prepaid accrued through the date of such prepayment. Repayments under this Section 3.05. Subject to Section 2.12, each such prepayment 2.6(a) shall be applied to the Loans remaining scheduled principal installments of the Lenders applicable Term Loans as the Borrower shall direct. Notwithstanding the foregoing, any notice of prepayment delivered in accordance connection with their respective Applicable Percentagesany refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 2.9. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice 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: 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) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans Loans, and (B) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Revolving Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such the Borrower shall 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; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Term SOFR 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 2.122.16, 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 Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, then, the Borrowers 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. (a) Any The Borrower maymay at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth below), upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, (i) three (3) Business Days prior thereto, in the case of Term Benchmark Loans, (ii) five (5) Business Days prior thereto, in the case of RFR Loans and (iii) one (1) Business Day prior thereto, in the case of ABR Loans or Daily SOFR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Term Benchmark Loans, RFR Loans, Daily SOFR Loans or ABR Loans; provided, that if a Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.18. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid; provided, that a notice of prepayment of the Revolving Loans in full delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a specified transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, at any time Agent on or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date the specified effective date) if such condition is not satisfied. Partial prepayments of prepayment of SOFR Revolving Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR or Delayed Draw Term Loans shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, a notice of prepayment of all or any part of the outstanding Committed 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by a the Borrower, such 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 state that , unless such notice is conditioned upon the occurrence of one made conditional on a transaction or more events specified thereinfinancing, in which case the obligation of the Borrower to make such notice may prepayment (and to pay such payment amount) shall be revoked by subject to such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedconditions. Any prepayment of a SOFR any Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with with, in the case of any Term SOFR Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 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 Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers 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 2.06(c) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Any Borrower The Borrowers may, upon irrevocable (except as set forth in the remainder of this paragraph) notice from the 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) 5:00 p.m. three U.S. Government Securities Business Days prior to any date of prepayment of SOFR LIBOR RateSOFR Loans and (B) 1:00 p.m. on the date of prepayment of Base Rate Loans; and (ii) any prepayment of SOFR LIBOR RateSOFR Loans by the Borrowers shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaidLIBOR RateSOFR Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a the Lead Borrower, such Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided therein (except that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case any such notice may be revoked by such Borrower (by notice to conditioned on the Administrative Agent on receipt of proceeds from any refinancing indebtedness or prior to the specified effective date) if such condition is not satisfiedconsummation of a Change of Control that results in a refinancing and payment in full of the Obligations). Any prepayment of a SOFR LIBOR RateSOFR 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 2.122.16, each such prepayment shall be applied to the Committed Loans of the 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 Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the 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) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments Loan Cap as then in effect, the Borrowers shall immediately promptly prepay the Loans and 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 Loan Cap as then in effect. (d) Upon the occurrence and during the continuance of a Cash Dominion Event, the Borrowers shall prepay the Loans and, if an Event of Default has occurred and is continuing, Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties, in each case to the extent required pursuant to the provisions of Section 6.12 hereof. (e) Prepayments made pursuant to Section 2.05(c), first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, after the occurrence and during the continuance of an Event of Default, shall be used to Cash Collateralize the remaining L/C Obligations; fourth, shall be applied ratably to any other Obligations that are then due and owing, and, fifth, the amount remaining, if any, after the application of prepayments pursuant to clauses first through fourth above shall be deposited by the Agent in a deposit account of the Borrowers and may be utilized by the Borrowers in the ordinary course of its business to the extent otherwise permitted hereunder. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations that are then due and owing.

Prepayments. (a) Any The Borrower may, upon notice 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities threetwo (32) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Term SOFR Loans, (B) on the date of prepayment of Daily SOFR Loans and (BC) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Daily SOFR Loans shall be in a principal amount of $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. 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 Applicable Percentage of such prepaymentprepayment of the applicable Class(es) of Loans. If such notice is given by a the Borrower, such 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 provided, however, that such a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the occurrence effectiveness of one other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or more events specified thereinother Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Term SOFR Loan or a Daily SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.18, each such prepayment of Loans of any Class made pursuant to this Section 2.06 shall be applied to the Loans of made ratably among the Lenders of such Class in accordance with their respective Applicable PercentagesPercentages of such Class of Loans. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative AgentProcessing Agent pursuant to delivery to the Administrative Processing 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: that (i) such notice must be received by the Administrative Processing Agent not later than 11:00 a.m. (A) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans and (Band(B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Processing Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR any 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 2.122.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Voluntary prepayments of Converted Term Loans may not be reborrowed. (b) [reserved]. (c) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any Borrower may, upon notice to Each of the Administrative Agent, Borrowers may at any time or and from time to time voluntarily prepay the Revolving Loans made to it and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part part, subject to subsection 4.12, without premium or penalty; provided that: , upon at least three Business Days’ notice by the Borrower Representative to the Administrative Agent (in the case of EurocurrencyTerm SOFR Loans) or same day notice by the Borrower Representative to the Administrative Agent (in the case of ABR Loans and Reimbursement Obligations). Such notice shall specify the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Revolving Loans or Swing Line Loans, or a combination thereof, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of EurocurrencyTerm SOFR Loans, ABR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess combination thereof and, if a combination thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of such prepayment prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the Type(s) of Loans amount allocable to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) each of such LoansReimbursement Obligations. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of one or more events any event specified thereintherein (including the effectiveness of other credit facilities), in which case such notice may be revoked by such the Borrower Representative (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a EurocurrencyTerm SOFR Loan shall be accompanied by all is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.12 and accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of the Revolving Loans and the Reimbursement Obligations pursuant to Section 3.05this subsection shall (unless the Borrower Representative otherwise directs) be applied, first, to payment of any Agent Advances then outstanding, second, to the payment of the Swing Line Loans then outstanding, third, at the Borrower Representative’s option, to the payment of the Revolving Loans then outstanding, fourth, to the payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent. Subject Partial prepayments pursuant to Section 2.12, each such prepayment this subsection 4.4(a) shall be applied to in multiples of $1.0 million; provided that, notwithstanding the Loans of the Lenders foregoing, any Loan may be prepaid in accordance with their respective Applicable Percentagesits entirety. (b) If for The Borrowers shall prepay all Swing Line Loans then outstanding simultaneously with each borrowing of Revolving Loans. (i) On any reason day (other than during an Agent Advance Period) on which the Aggregate Outstanding Amount at any time Revolving Credit exceeds the Aggregate Commitments then in effectBorrowing Base at such time (based on the Borrowing Base Certificate last delivered), the Borrowers shall immediately prepay on such day the principal of outstanding Loans in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans made to the Borrowers, the aggregate amount of the L/C Obligations exceeds the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), the Borrowers shall pay to the Administrative Agent on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to such L/C Obligations at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrowers to the Issuing Lenders and the Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent. (ii) [reserved]. (iii) On any day on which the Aggregate Outstanding Revolving Credit exceeds the aggregate Commitment at such time, the Borrowers shall prepay on such day first the Agent Advances then outstanding and thereafter the principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the aggregate amount of the L/C Obligations exceeds the aggregate Commitment at such time, the Borrowers shall pay to the Administrative Agent on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the L/C Obligations at such time), such cash and/or Cash Equivalents to be held as security for all obligations of the Borrowers to the applicable Issuing Lenders and the Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.

Prepayments. (a) Any The Borrowers shall have no right to prepay any principal amount of any Revolving Loan or Swing Loan other than as provided in subsection (b) below. (b) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part may without premium or penalty; provided that: (i) such notice must be received by , upon at least the Administrative Agent not later than 11:00 a.m. (A) three number of U.S. Government Securities Business Days Days’ or Business Days’, as applicable, prior notice specified in the first sentence of Section 3.01(a) with respect to any Revolving Loan of the same Type, upon notice by no later than 1:00 p.m. (New York City time) one Business Day prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loansany Swing Loan in any case given to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay the outstanding principal amounts of the Loans made to such Borrower comprising part of the same Revolving Loan Borrowing or Swing Loan Borrowing, as the case FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION may be, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided however, that (iix) each partial prepayment (other than any prepayment of any Swing Loan) shall be in an aggregate principal amount not less than $1,000,000 or an integral multiple of $500,000 in excess thereof (or the Foreign Currency Equivalent of such respective amounts in the case of Loans denominated in an Alternate Currency) and (y) if any prepayment of any SOFR Loans or any EURIBOR Loans shall be in made on a principal amount date which is not the last day of $1,000,000 an Interest Period for such Loans (or on a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, date which is not the entire principal amount thereof then outstanding. Each such notice shall specify the maturity date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Swing Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower), such Borrower shall make also pay any amounts owing to each Lender pursuant to Section 9.04(c) so long as 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 such notice is conditioned Lender makes written demand upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower therefor (by notice with a copy of such demand to the Administrative Agent on or prior to the specified effective dateAgent) if within 20 Business Days after such condition is not satisfied. Any prepayment of a SOFR 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 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesprepayment. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that: , upon irrevocable notice delivered to the Administrative Agent no later than (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. A.M., New York City time, three (A3) three U.S. Government Securities Business Days prior to any date thereto, in the case of prepayment of Daily Simple SOFR Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and 11:00 A.M., New York City time, one (iii1) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orBusiness Day prior thereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify (x) the date and amount of prepayment, (y) whether the prepayment is of Daily Simple SOFR Loans or ABR Loans and (z) whether such prepayment and is of Tranche A Loans, Tranche B Loans or Tranche C Loans; provided, that if a Daily Simple SOFR Loan is prepaid on any day other than the Type(s) of Loans to be prepaid and, if Daily Simple SOFR Loans are to be prepaidMonthly Payment Date applicable thereto, the Interest Period(s) Borrower shall also pay any amounts owing pursuant to Section 2.11. 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 Applicable Percentage of such prepaymentthereof. If any such notice is given by a Borrowergiven, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. (b) The Loans shall be prepaid at par, plus accrued and unpaid interest, without penalty or premium, in each case, dollar-for-dollar, by the following amounts, in each case within ten (10) Business Days of receipt of such net cash proceeds: (i) 100% of the net cash proceeds of all asset sales or other dispositions of property by the Guarantor and its Subsidiaries in excess of $100,000,000 per fiscal year (including proceeds from the sale of stock of any Subsidiary of the Guarantor and insurance (other than business interruption insurance) and condemnation proceeds, but in each case (x) after deducting therefrom any reasonable documented fees, commissions and other out-of-pocket costs and expenses related thereto and required to be, and are, paid in cash by the Guarantor or any Subsidiary to any third party in connection therewith, taxes paid or payable in cash to any taxing authorities by the Guarantor or any Subsidiary in connection therewith, that are properly attributable to such transaction and all actual and reasonable amounts that are set aside as a reserve, as required by GAAP, to fund cash payments to third parties for cash adjustments in respect of the purchase price of such assets, and for any liabilities payable in cash associated with such sale, transfer or other disposition in each case and (y) excluding (i) intercompany sales or dispositions of assets, (ii) dispositions of inventory, used or surplus equipment, and cash or cash equivalents, (iii) ordinary course of business sales, (iv) dispositions and condemnation or casualty events solely to the extent that such net proceeds are reinvested by the Guarantor or any of its Subsidiaries in assets necessary, used or useful in the operation of its business within one hundred and eighty (180) days following receipt thereof (or, if committed to be reinvested, so long as such reinvestment is actually completed within ninety (90) days after such one hundred and eighty (180) day period) (or, in the case of insurance and condemnation proceeds, such longer period as may be reasonably required to repair, replace or reinstate the affected assets); provided, that if all or any portion of such net cash proceeds not required to be so applied as provided above in this clause (iv) are not so reinvested within such applicable period (or such earlier date, if any, as the Guarantor or the relevant Subsidiary determines not to reinvest the net cash proceeds as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.4(b)(i) without regard to this clause (iv), and (v) sale of any assets related to the Guarantor’s or its Subsidiaries’ sugar business; and (ii) 100% of the net cash proceeds received from any issuance of Indebtedness securities or incurrence of other Indebtedness for borrowed money (other than Excluded Debt) or issuance of equity securities or equity-linked securities (in a public offering or private placement) by the Guarantor or any of its Subsidiaries, in each case (x) after deducting therefrom any reasonable documented fees, commissions and other out-of-pocket costs and expenses related thereto and required to be, and are, paid in cash by the Guarantor or any Subsidiary to any third party in connection therewith and taxes paid or payable in cash to any taxing authorities by the Guarantor or any Subsidiary in connection therewith, that are properly attributable to such transaction and (y) other than net cash proceeds from (i) equity securities issued pursuant to, or upon the exercise of options or similar rights granted pursuant to, equity-based incentive or deferred compensation plans or arrangements, employee stock purchase plans, dividend reinvestment plans or other compensation plans and, in each case, any hedging or similar arrangements related to any of the foregoing, (ii) grants to employees made in the ordinary course of business, (iii) equity issued by the Guarantor’s Subsidiaries to the Guarantor or its Subsidiaries, (iv) directors’ qualifying shares and/or other nominal amounts required to be held by Persons other than the Guarantor or its Subsidiaries under any Requirement of Law and (v) equity issued to any shareholders of Viterra as contemplated by the Business Combination Agreement. Any such prepayment pursuant to this Section 2.4(b) shall be applied (i) first to repay the Tranche A Loans ratably among the Lenders under the Tranche A Term Loan Facility, in each case without premium or penalty, (ii) second, after the Tranche A Loans have been reduced to zero, to repay the Tranche B Loans ratably among the Lenders under the Tranche B Term Loan Facility, in each case without premium or penalty, and (iii) third, after the Tranche B Loans have been reduced to zero, to repay the Tranche C Loans ratably among the Lenders under the Tranche C Term Loan Facility until the aggregate amount of Tranche C Loans are equal to $2,000,000,000, in each case without premium or penalty. Notwithstanding the foregoing, no such prepayment pursuant to this Section 2.4(b) shall be required (i) in connection with any incurrence or issuance of Indebtedness by a foreign Subsidiary of the Guarantor to the extent that the Guarantor has reasonably determined that the repatriation of such funds would (x) result in material adverse tax consequences or (y) be prohibited or restricted by any Requirement of Law or Contractual Obligation and (ii) if, after giving effect to such prepayment, the aggregate principal amount of Loans outstanding would be equal to or less than $2,000,000,000; provided that, if the aggregate principal amount of Loans outstanding is greater than $2,000,000,000 prior to giving effect to such prepayment, such prepayment shall be required up to the amount such that the aggregate principal amount of such notice may state that such notice Loans outstanding is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such equal to $2,000,000,000. The Borrower (by notice to shall notify the Administrative Agent in writing no less than five (5) Business Days prior to making any mandatory prepayment under this Section 2.4(b). (c) In the event that (i) the Viterra Acquisition has not been consummated on or prior to the specified effective datesecond (2nd) if such Business Day following the Borrowing Date of any Borrowing hereunder or (ii) any condition subsequent set forth in Section 4.3 is not satisfied. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest satisfied on the amount prepaidViterra Acquisition Closing Date, the Borrower shall on the date that is two (2) Business Day following the applicable Borrowing Date prepay all outstanding Loans, together with all accrued unpaid interest thereon and any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesother unpaid Obligations. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any Borrower The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided provided, that: , (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR LIBO RateSOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans LIBO RateSOFR Loans, unless a Cash Dominion Event has occurred and is continuing, shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans Loans, unless a Cash Dominion Event has occurred and is continuing, 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. Notwithstanding anything to the contrary in the foregoing, if a notice of prepayment is given in connection with a conditional notice of termination of the 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. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaidLIBO RateSOFR Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a the Lead Borrower, such Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR LIBO RateSOFR 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 2.12, each Each such prepayment shall be applied to the Committed Loans of the 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 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 the Lead Borrower, the Borrowers shall make or cause to be made such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments Loan Cap as then in effect, the Borrowers shall immediately prepay Loans, 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(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) 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 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, 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 its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. (a) Any The Borrower may, upon notice delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part part, without premium or penalty, subject to Section 3.05; provided that: that (ia) such notice Notice of Loan Prepayment must be received by the Administrative Agent not later than 11:00 a.m. a.m., New York City time, (Ai) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans and (Bii) on the date of prepayment of Base Rate Loans; (iib) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof, in each case, or if less, the entire principal amount thereof then outstanding; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orthereof, in each case, or if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment 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 noticeNotice of Loan Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice Notice of Loan Prepayment is given by a the Borrower, such 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 any such notice Notice of Loan Prepayment may state that such notice Notice of Loan Prepayment is conditioned upon the occurrence effectiveness of one other credit facilities, the issuance of senior notes of the Borrower or more events specified thereinthe consummation of a specific transaction, in which case such notice may be revoked or extended by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.122.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. a. Except as set forth in the following sentence, Obligors may prepay the Principal Amount, or any portion thereof, only upon at least three (a3) Business Days prior written notice to Lender (which notice shall be irrevocable and shall state the amount to be prepaid). Any Borrower maychecks payable to the order of any of the Obligors which are properly deposited with Lender in the Loan Account shall, upon notice becoming immediately available funds, be automatically applied as a prepayment of any outstanding Prime Rate Loan made pursuant to Section 2.b. of this Note without the Administrative Agentrequirement of any notice. In the event there is no Prime Rate Loan made pursuant to Section 2.b. of this Note outstanding at such time, at such amount shall be deposited in the Loan Account and invested in accordance with any time applicable cash management agreement among Obligors and Lender. b. If any prepayment occurs on a day other than the last day of the Interest Period, Obligors shall pay to Lender, upon request of Lender, such amount or from time amounts as shall be sufficient (in the reasonable opinion of Lender) to time voluntarily prepay Loans in whole compensate it for any loss, cost, or in part without premium or penalty; provided thatexpense incurred as a result of: (i) such notice must be received by any payment on a date other than the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date last day of prepayment of SOFR Loans the Interest Period; and (B) on the date of prepayment of Base Rate Loans; (ii) any failure by any Obligor to make a prepayment on the date for payment specified in any Obligor's written notice. c. If by reason of SOFR Loans shall an Event of Default, Lender elects to declare the Note to be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; immediately due and (iii) payable, then any prepayment of Base Rate Loans premiums and other amounts which would have been due if a prepayment been made at that time shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be become due and payable on in the date specified therein; provided that same manner as though the Obligors had exercised such notice may state that such notice is conditioned upon right of prepayment. In the occurrence event of one or more events specified thereinany prepayments, 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 of a SOFR Loan Obligors shall be accompanied by pay all accrued interest on the amount prepaidPrincipal Amount being paid to the date of the prepayment and, together with any additional in the case of prepayments in full, all fees, charges, costs, expenses and other amounts required pursuant to Section 3.05. Subject to Section 2.12, each such then due hereunder. d. Any partial prepayment shall be applied to against principal payments in the Loans inverse order of maturity and shall not reduce the Lenders in accordance with their respective Applicable Percentagesmonthly payments of principal due hereunder. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any Borrower The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Committed Loans in whole or in part without premium or penalty; provided that: provided, that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three U.S. Government Securities (3) Business Days prior to any date of prepayment of SOFR LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans; Loans and (ii) any such prepayment of SOFR LIBOR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any such prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid and, if SOFR LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by a Borrowergiven, such Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided provided, that any such notice may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereindebt incurrences, in which case such notice may be revoked by such Borrower the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR LIBOR 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 2.122.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) 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, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount Total Revolving Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Committed Loans 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; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations 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.

Prepayments. (a) Any Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Rate Loans and (B) on the date of prepayment of Base Rate Loans or Daily SOFR Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Term SOFR 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 2.122.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason (i) the Outstanding Amount Total Outstandings at any time exceeds exceed the lesser of (A) Aggregate Commitments then in effecteffect or (B) Borrowing Base Availability minus Borrowing Base Debt other than the Obligations or (ii) the outstanding Borrowing Base Debt shall at any time exceed Borrowing Base Availability prior to any reductions from Borrowing Base Debt other than Obligations, the Borrowers then Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans either (x) the Total Outstandings exceed the lesser of (1) the Aggregate Commitments then in effect or (2) Borrowing Base Availability minus Borrowing Base Debt other than the Obligations or (y) the outstanding Borrowing Base Debt exceeds Borrowing Base Availability prior to any reductions from Borrowing Base Debt other than Obligations.

Prepayments. The principal amount of any Base Rate Advance may be prepaid in full or ratably in part at any time without premium or penalty and without regard to the Payment Date for such Advance (ain the case of any Base Rate Advance) Any Borrower mayupon written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent on the date of such prepayment; provided, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. LIBOR Advances may be prepaid in full or ratably in part at any time without premium or penalty prior to the applicable Payment Date, upon three (3) Business Days’ prior written notice, or telephonic notice followed immediately by written notice, to the Administrative Agent; provided, however, that the Borrower shall reimburse the Lenders and the Administrative Agent, on the earlier of demand by the applicable Lender or the applicable Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9; provided further, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. Term SOFR Advances may be prepaid in full or ratably in part at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: penalty prior to the applicable Payment Date, upon three (i3) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days Days’ prior written notice, or telephonic notice followed immediately by written notice, to any date of prepayment of SOFR Loans the Administrative Agent; provided, however, that the Borrower shall reimburse the Lenders and (B) the Administrative Agent, on the date earlier of demand by the applicable Lender or the applicable Maturity Date, for any loss or reasonable out-of-pocket expense incurred by any Lender or the Administrative Agent in connection with such prepayment, as set forth in Section 2.9; provided further, however, that the Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon by the Administrative Agent. Any partial prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans hereunder shall be in a principal amount amounts of not less than $500,000 and in integral multiples of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and 250,000 (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 remaining outstanding principal amount thereof then outstandingthereof). Each such notice shall specify Initial Revolving Loans, Additional Revolving Loans, Other Revolving Loans and Swingline Loans prepaid pursuant to this Section 2.6(a) may be reborrowed, subject to the date terms and amount of such prepayment and the Type(sconditions hereof. Any Term C Loan, any Term D Loan, any Term E Loan, any Term F Loan, any Incremental Term Loan or Other Term Loan, as applicable, prepaid pursuant to this Section 2.6(a) of Loans to may not be reborrowed. Amounts prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Loan shall be accompanied by all paid together with accrued interest on the amount prepaid, together with any additional amounts required pursuant to so prepaid accrued through the date of such prepayment. Repayments under this Section 3.05. Subject to Section 2.12, each such prepayment 2.6(a) shall be applied to the Loans remaining scheduled principal installments of the Lenders applicable Term Loans as the Borrower shall direct. Notwithstanding the foregoing, any notice of prepayment delivered in accordance connection with their respective Applicable Percentagesany refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 2.9. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any Borrower The Borrowers may, upon irrevocable notice from the Lead Borrower 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 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. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a the Lead Borrower, such Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, each Each such prepayment shall be applied to the Committed Revolving 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 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. 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) Subject to Section 2.09(b) and the satisfaction of the Payment Conditions, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent and the Term Loan Agent, at any time or from time to time, voluntarily prepay the Term Loan in whole or in part; provided that such notice must be received by the Administrative Agent and the Term Loan Agent not later than 11:00 a.m. three (3) Business Days prior to the date of such prepayment of the Term Loan. Each such notice shall specify the date and amount of such prepayment; provided, further, that the Borrowers shall not be required to satisfy the Payment Conditions in connection with any voluntary prepayment of a quarterly principal payment in respect of the Term Loan pursuant to Section 2.07(c), to the extent such voluntary prepayment is made within seven (7) days prior to the due date for such quarterly principal payment as set forth in Section 2.07(c). The Term Loan Agent will promptly notify each Term Lender of its receipt of each such notice, and of the amount of such Term Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment, together with any fees then due hereunder or under any other Loan Document, and the payment amount specified in such notice shall be due and payable on the date specified therein. Each such prepayment shall be applied to the Term Loan in inverse order of the payments due pursuant to Section 2.07(c). (d) If for any reason the Outstanding Amount Total Revolver Outstandings at any time exceeds exceed the Aggregate Commitments Revolving Loan Cap as then in effect, the Borrowers shall immediately prepay Revolving Loans, 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 Revolver Outstandings exceed the Revolving Loan Cap as then in effect. (e) 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 6.13 hereof. (f) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event, regardless of whether a Cash Dominion Event then exists and is continuing. Prepayments made pursuant to Section 2.05(d), (e) and (f) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations, fourth, shall be applied ratably to the outstanding Term Loan in inverse order of the payments due pursuant to Section 2.07(c), and fifth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans, the prepayment in full of all Committed Revolving Loans outstanding at such time, the Cash Collateralization of the remaining L/C Obligations in full, and the prepayment in full of the Term Loan, may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Prepayments. Except in connection with Refinancing Indebtedness (or other refinancing) permitted under the definition of Permitted Indebtedness, (a) Any Borrower mayOptionally prepay, upon notice to the Administrative Agentredeem, at defease, purchase, or otherwise acquire any time Indebtedness of any Company Indenture Party or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (i) such notice must be received by the Administrative Agent not later any of its Subsidiaries, other than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and the Obligations in accordance with this Indenture, (B) on other than as permitted in clause (A) immediately above and clause (C) immediately below, Permitted Indebtedness owing to a Company Indenture Party; provided, that no Event of Default has occurred and is occurring, or would occur after giving effect to such payment, (C) payments under the date of prepayment of Base Rate Loans; (iiTerm Credit Agreement, the ABL Credit Agreement and the Existing Senior Notes Indenture, as permitted by Section 5.07(d) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiid) 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 orpayments contemplated by clauses (a), 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(b) and/or (c) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.5.13; (b) If for Make any reason payment on account of Indebtedness that has been contractually subordinated in right of payment to the Outstanding Amount Obligations if such payment is not permitted at such time under the subordination terms and conditions; (c) [Intentionally Omitted]; (d) Make any payments on account of the ABL Loan Obligations, Term Loan Obligations, other than any payments (including any mandatory prepayments) under the Term Credit Agreement and the ABL Credit Agreement permitted (or not otherwise prohibited) by the Intercreditor Agreement or make any payments under the Existing Senior Notes Indenture, other than (x) any payments of regularly scheduled interest or any “Additional Interest” due thereunder to the extent permitted (or not otherwise prohibited) by the Existing Intercreditor Agreement, (y) the discharge of the Existing Senior Notes Indenture at any time exceeds after the Aggregate Commitments then date hereof in effectaccordance with Article 10 of the Existing Senior Notes Indenture or redemption of the notes issued pursuant to the Existing Senior Notes Indenture on the stated maturity date of the Existing Senior Notes Indenture and (z) the purchase of the notes issued pursuant to the Existing Senior Notes Indenture by tender offer, open market purchases or otherwise at a price equal to or less than the Borrowers shall immediately prepay Loans in principal amount of such notes being purchased, together with accrued and unpaid interest thereon outstanding plus an aggregate amount equal to such excessthe interest payable to the stated maturity date.

Prepayments. (a) Any Borrower may, upon notice to the Administrative Agent, The Company 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 received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) a.m., New York City time, three U.S. Government Securities Business Days prior to any date thereto, in the case of prepayment of SOFR Term Benchmark Loans and (B) Daily Simple SOFR Loans, and no later than 11:00 a.m., New York City time, on the date day of prepayment such prepayment, in the case of Base Rate ABR Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such case which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Loans to be prepaid andTerm Benchmark Loans, if Daily Simple SOFR Loans are to be prepaidor ABR Loans; provided, that if a Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeCompany shall also pay any amounts owing pursuant to Section 2.22; provided, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrowerfurther, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice to prepay the Loans delivered by the Company may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereina Change of Control, in either case, which case such notice may be revoked by such Borrower the Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment Notwithstanding the foregoing, the revocation of a SOFR Loan prepayment notice shall not affect the Company’s obligation to indemnify any Lender in accordance with Section 2.22 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given (and not revoked as provided herein), the amount specified in such notice shall be accompanied by all due and payable on the date specified therein, together with (except in the case of ABR Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment Partial prepayments of Loans shall be applied to in an integral multiple of $1 million and no less than $25 million. Optional prepayments of the Loans of the Lenders in accordance with their respective Applicable Percentagesmay not be reborrowed. (b) If for In the event and on each occasion that, on or after any reason Funding Date, either (i) the Outstanding Amount at Company receives any time exceeds Net Proceeds in respect of a Reduction/Prepayment Event described in clause (b) of the Aggregate Commitments then definition of such term or (ii) the Company or any of its Subsidiaries receives any Net Proceeds in effectrespect of a Reduction/Prepayment Event described in clause (a), (c) or (d) of the definition of such term, in each case, to the extent such Net Proceeds (or, in the case of clause (d) of the definition of such term, the Borrowers commitments obtained in respect of any Qualifying Term Loan Facility that resulted in such Net Proceeds) did not result in a reduction of the Commitments pursuant to Section 2.11(b) equal to such received Net Proceeds, then (A) the Company shall immediately within five Business Days (or, in the case of clause (2) below, on the date) of receipt of such Net Proceeds notify the Administrative Agent of such Reduction/Prepayment Event, the amount of Net Proceeds resulting therefrom that did not (or commitments in respect of which did not, as applicable) result in a reduction of the Commitments pursuant to Section 2.11(b) (together with, in each case, a reasonably detailed calculation thereof) and (B) if such Net Proceeds are (1) in respect of a Reduction/Prepayment Event described in clause (a), (b) or (c) of the definition of such term, then, within five Business Days of the day such Net Proceeds are received, the Company shall prepay Loans Borrowings in an aggregate amount equal to the lesser of (x) the aggregate principal amount of Loans then outstanding and (y) the amount of such excessNet Proceeds and (2) in respect of a Reduction/Prepayment Event described in clause (d) of the definition of such term, then, on the day such Net Proceeds are received, the Company shall prepay Borrowings in an amount equal to the lesser of (x) the aggregate principal amount of Loans then outstanding and (y) the amount of such Net Proceeds.

Prepayments. (a) Any Borrower The Borrowers may, upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below or as otherwise provided below) notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay ABL Loans in whole or in part without premium or penalty; provided provided, that: , (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities (3) Business Days prior to any date of prepayment of SOFR LIBO RateSOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR LIBO RateSOFR Loans shall be in a principal amount of $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 (iv) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements related to the incurrence of Indebtedness or the consummation of another transaction, in which case such notice may be revoked by the Lead Borrower (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaidLIBO RateSOFR Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a the Lead Borrower, such Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Loan shall LIBO (b) The Borrowers may, upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below) notice from the Lead Borrower to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, (i) such notice must be accompanied received by all accrued interest the Swing Line Lender and the Agent not later than 1:00 p.m. on the amount prepaiddate of the prepayment, together with and (ii) any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment shall be applied to in a minimum principal amount of $100,000. Each such notice shall specify the Loans date and amount of such prepayment. If such notice is given by the Lenders Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in accordance with their respective Applicable Percentagessuch notice shall be due and payable on the date specified therein. (bi) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments Loan Cap as then in effect, the Borrowers shall immediately prepay ABL Loans, 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 2.05(c) unless after the prepayment in full of the ABL Loans the Total ABL Outstandings exceed the ABL Loan Cap as then in effect. If after giving effect to the payments required in this Section 2.05(c) an excess remains, the Borrowers shall prepay the FILO Loans in the amount of such excess. (ii) If for any reason the Total ABL Outstandings at any time exceed the ABL Loan Cap as then in effect, the Borrowers shall immediately prepay ABL Loans, 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 2.05(c) unless after the prepayment in full of the ABL Loans the Total ABL Outstandings exceed the ABL Loan Cap as then in effect. (d) If a Cash Dominion Event has occurred and is continuing, all proceeds of Collateral of the Loan Parties will be applied to prepay the Obligations and/or Cash Collateralize the L/C Obligations, provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless an Event of Default exists and is continuing. (e) If at any time the aggregate outstanding principal amount of the Loans is at least $150,000,000 and the unrestricted cash and Cash Equivalents of the Loan Parties exceeds $75,000,000 (or if Excess Availability is greater than twenty-five percent (25%) of the Loan Cap, if the unrestricted cash and Cash Equivalents of Loans Parties exceeds $100,000,000), then the Borrowers shall immediately prepay the principal amount of the Loans in the amount equal to such excess (up to the amount of such outstanding Loans)[Reserved]. (f) Prepayments made pursuant to Section 2.05(c), and (d) and (e) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding ABL Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations, fourth, shall be applied ratably to the Outstanding Amount of the FILO Loans, and fifth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and ABL Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the ABL Lenders, as applicable. (g) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 a notice of prepayment in full of the Loans may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereinother financing transactions, in which case such and if any notice so states it may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the date specified effective date) if such for the prepayment of the Loans that the refinancing condition has not been met and the termination is not satisfiedto be revoked subject to Section 3.05(b). Any prepayment of a Term SOFR 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 2.122.17, 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 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately after the earlier of (i) the Borrower’s receipt of written notice from the Administrative Agent thereof or (ii) the date any Responsible Officer of the Borrower has actual knowledge thereof, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Any Borrower The Borrowers may, upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below or as otherwise provided below) notice from the 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 provided, that: , (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities (3) Business Days prior to any date of prepayment of SOFR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) 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 (iv) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements related to the incurrence of Indebtedness or the consummation of another transaction, in which case such notice may be revoked by the Lead Borrower (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a the Lead Borrower, such Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR LIBO 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 2.12, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below) notice from the Lead Borrower to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, (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 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) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments Loan Cap as then in effect, the Borrowers 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 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 Loan Cap as then in effect. (d) If a Cash Dominion Event has occurred and is continuing, all proceeds of Collateral of the Loan Parties will be applied to prepay the Obligations and/or Cash Collateralize the L/C Obligations, provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless an Event of Default exists and is continuing. (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, third, to the extent provided therein, 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 its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. (f) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two (2) Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each 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 (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 $250,000 or in such lesser principal amount as may be outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Any Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two (2) Business Days prior to any date of prepayment of Term SOFR Rate Loans and (B) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, in each case, 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. 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 Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly 38 4901-8586-1905 v.14 notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such a notice of prepayment delivered by Borrower may state that such notice is conditioned upon on the occurrence of one a refinancing of all or more events specified thereinany 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 the Administrative Agent on or prior to the specified effective dateclosing date of such refinancing or other such event) if such condition is not satisfied. Any prepayment of a SOFR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Rate Loan or Daily SOFR Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Within the parameters of the applications set forth above, prepayments shall be applied (i) as directed by ▇▇▇▇▇▇▇▇, or if not so directed, (ii) first to Base Rate Loans, second to Daily SOFR Rate Loans and then to Term SOFR Rate Loans in direct order of Interest Period maturities.

Prepayments. (a) Any Borrower The Borrowers may, upon notice by the Parent Borrower to the Administrative AgentAgent pursuant to delivery of a Notice of Loan Prepayment, at any time or from time to time time, voluntarily prepay Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Term SOFR Loans Loans, and (B) on the date of prepayment of Base Rate Loans or Daily SOFR Loans; (ii) any prepayment of Term SOFR Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) 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. 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a the Parent Borrower, such Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided provided, however, that such a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the occurrence effectiveness of one other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or more events specified thereinother Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by such the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a any Term SOFR 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 2.122.18, each such prepayment made pursuant to this clause (a) shall be applied to made ratably among the Loans of the applicable Lenders in accordance with their respective Applicable PercentagesPercentages of the applicable Loans. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess[reserved].

Prepayments. (a) Any Make any voluntary or optional prepayment of any Indebtedness of the Borrower mayor any of its Subsidiaries for borrowed money incurred or permitted to exist under the terms of this Agreement, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: other than (i) such notice must be received Indebtedness evidenced by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate LoansNotes; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; Indebtedness described on Schedule 7.1 annexed hereto, and (iii) any such Indebtedness which has a maturity of not more than one year from the date of its incurrence; provided, however, that the Borrower shall not, and shall not permit any of its Subsidiaries to make any prepayment of Base Rate Loans shall be Indebtedness described in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date clauses (ii) and amount of such prepayment and the Type(s(iii) of Loans this Section 7.8 if immediately prior to be prepaid and, if 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 Applicable Percentage of making such prepayment. If , a Default or Event of Default exists, or immediately after giving effect to such notice is given by prepayment, 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; provided that such notice may state that such notice is conditioned upon the occurrence Default or Event of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesDefault would result. (b) If Notwithstanding the foregoing clause (a), (i) prepay, redeem, repurchase or otherwise acquire for value any reason Subordinated Debt, or (ii) make any principal, interest or other payments on any Subordinated Debt that is not expressly permitted by the Outstanding Amount at any time exceeds the Aggregate Commitments then in effectsubordination provisions governing such Subordinated Debt; provided, that, the Borrowers foregoing shall immediately prepay Loans not prohibit the refinancing of any Subordinated Debt that is otherwise permitted pursuant to the last paragraph of Section 7.1. (c) Amend, modify or waive any provision of the documents governing any Subordinated Debt if the effect of such amendment, modification or waiver is to (i) increase the interest rate on such Subordinated Debt or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof; (iii) alter the covenants and events of default in an a manner that would make such provisions more onerous or restrictive to the Borrower or any such Subsidiary; or (iv) otherwise increase the obligations of the Borrower or any Subsidiary in respect of such Subordinated Debt or confer additional rights upon the holders thereof which individually or in the aggregate amount equal would be adverse to such excessthe Borrower or any of its Subsidiaries or to the Agent or the Banks.

Prepayments. (a) Any Borrower 2.1 The Company may, upon notice to at its option, prepay the Administrative Agent, at any time or from time to time voluntarily prepay Loans Notes in whole or in part at any time without premium penalty or penalty; provided that: (i) such notice must be received by premium. 2.2 In the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date case of each prepayment of SOFR Loans and (B) on less than all of the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a outstanding Notes, the principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans so to be prepaid andshall be allocated among the respective Notes and holders thereof so that the principal amount to be prepaid shall be applied first to the additional Notes issued in connection with any deferral of an interest installment hereunder beginning with the Note issued beginning with the last Note so issued and continuing therefrom to the Note or Notes issued immediately preceding the last such Note to be fully prepaid. 2.3 Written notice of each prepayment, if SOFR Loans any, pursuant to Section 2.1 hereof shall be given not less than thirty nor more than sixty days prior to each prepayment date. Such notice shall state: (1) The prepayment date; (2) If less than all of the outstanding Notes are to be prepaid, the Interest Period(sidentification (and, in the case of partial prepayment, the respective principal amounts) of such Loansthe Notes to be prepaid; and (3) The amount of accrued interest to be paid on the Notes to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such Such notice, and any other notice given to a holder of this Note, shall be mailed, postage prepaid, by first class mail to the payee herein named, irrespective of whether the payee is the holder of this Note; provided, however, that if any subsequent holder of this Note shall have presented it to the Company for inspection at the Office of the Company and shall have delivered to the Company at such office a written notice of the acquisition by such holder of this Note and designated in writing an address to which notices in respect of this Note shall be mailed, such notices shall be mailed to such holder at such designated address instead of to the payee herein named, unless and until any subsequent holder of this Note shall comply with the provisions of this Section 2.3. 2.4 On each prepayment date, the Company shall be obligated to prepay, at the Office of the Company, the principal amount of such Lender’s Applicable Percentage the Note, or the portion of such prepaymentprincipal amount to be prepaid pursuant to this Section 2, plus interest accrued on such principal amount, or portion thereof, to the prepayment date. If this Note is to be prepaid in whole or in part as hereinbefore provided, then this Note or the portion hereof to be prepaid, as the case may be, shall cease to bear interest on and after the date fixed for such notice is given by a Borrowerprepayment, such Borrower shall make provided such prepayment is duly made or duly provided for. Upon the due prepayment in part of this Note, the holder hereof shall surrender it to the Company, which shall thereupon issue and deliver with charge to such holder, a new Note for the unpaid balance of this Note; provided, however, that instead of surrendering this Note as aforesaid, the holder of this Note, with the approval of the Company, may, at its option, present this Note to the Company for notation hereon of the payment amount specified in such notice of the portion of the principal of this Note so prepaid and this Note shall thereupon be returned to or on the order of the holder hereof. To the extent that any of the Notes are prepaid, they shall be due canceled and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may not be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedredelivered. Any prepayment of a SOFR 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 2.12, each such prepayment shall be applied to the Loans of the Lenders new Note made and delivered in accordance with their respective Applicable Percentagesthe provisions of this Section shall be dated as of the date to which interest has been paid on the indebtedness to be evidenced by such new Note, or if no interest has yet been so paid, then dated the date hereof. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans Loans, in whole or in part part, without premium or penalty; penalty (except as specifically provided that: (i) such in the proviso of this sentence and in the penultimate sentence of this Section 2.07(a)), upon notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) 12:00 noon, New York City time, not less than three U.S. Government Securities Business Days prior to any date thereto, in the case of prepayment of SOFR Loans EurodollarSOFR Loans, and (B) no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid; provided that, if SOFR a EurodollarSOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.12. Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent and Lenders shall be entitled to assume that the Loans contemplated to be prepaid by such notice are to be prepaid, prepaid on the Interest Period(s) date indicated in such notice unless the Administrative Agent shall have received written notice revoking such notice of prepayment on or prior to the date of such Loansprepayment). The Upon receipt of any such 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 Applicable Percentage of such prepaymentthereof. If any such notice is given by a Borrowerand not revoked on or prior to the date of prepayment indicated in such notice, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Loan shall be accompanied by all together with accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the case of each prepayment of Loans pursuant to this Section 3.05. Subject 2.07(a), the Borrower may in its sole discretion select the Loans (of any Class) to Section 2.12be repaid, each and such prepayment shall be applied paid to the Loans of the appropriate Lenders in accordance with their respective Applicable Percentagespro rata share of such Loans. If any Repricing Event occurs prior to the date occurring 12 months after the ClosingAmendment No. 1 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.15(c) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of the Term B Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of such Repricing Event. (b) If for any reason Beginning on the Outstanding Amount at any time exceeds the Aggregate Commitments then in effectClosing Date, the Borrowers Borrower shall immediately apply all Net Proceeds within ten (10) Business Days after receipt thereof to prepay Term Loans in accordance with clauses (d) and (e) below. (c) Not later than ten (10) Business Days after the date on which the annual financial statements are, or are required to be, delivered under Section 5.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and, if and to the extent the amount of such Excess Cash Flow is greater than $0, the Borrower shall apply an amount to prepay Term Loans equal to (i) the Required Percentage of such Excess Cash Flow minus (ii) to the extent not financed using the proceeds of long-term Debt (it being understood that drawings under the ABL Credit Agreement are not considered to be proceeds of long-term Debt), the amount of any voluntary payments of Term Loans and amounts used to repurchase outstanding principal of Term Loans during such Excess Cash Flow Period (plus, without duplication of any amounts previously deducted under this clause (ii), the amount of any such voluntary payments and amounts so used to repurchase principal of Term Loans after the end of such Excess Cash Flow Period but before the date of prepayment under this clause (c)) pursuant to Sections 2.07(a) and Section 2.19 (it being understood that the amount of any such payments pursuant to Section 2.19 shall be calculated to equal the amount of cash used to repay principal and not the principal amount deemed prepaid therewith); provided that, solely with respect to the fiscal year of the Borrower ended December 31, 2021, the Borrower shall not be required to make a payment pursuant to this Section 2.07(c). Such calculation will be set forth in an Officer’s Certificate delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail. (d) Amounts to be applied in connection with prepayments of Term Loans pursuant to this Section 2.07 shall be applied to the prepayment of the Term Loans in accordance with Section 2.14(a) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to this Section 2.07, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or EurodollarSOFR Loans; provided that with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied (i) first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are EurodollarSOFR Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.12 and (ii) on a pro rata basis with respect to each Class of Term Loans except to the extent any Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment provides that the Class of Term Loans incurred thereunder is to receive less than its pro rata share, in which case such prepayment shall be allocated to such Class of Term Loans as set forth in such Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment and to the other Classes of Term Loans on a pro rata basis. Each prepayment of the Term Loans under this Section 2.07 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (e) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.07(b) or 2.07(c) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender”) may elect, by delivering written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.07(b) or 2.07(c) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that the Declined Prepayment Amount is greater than $0, such Declined Prepayment Amount shall be retained by the Borrower. For the avoidance of doubt, the Borrower may, at its option, apply any amounts retained in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.07(a). (f) Notwithstanding any other provisions of this Section 2.052.07, (i) to the extent that any of or all the Net Proceeds of any Asset Sale by a Foreign Subsidiary (“Foreign Asset Sale”), the Net Proceeds of any Recovery Event from a Foreign Subsidiary (a “Foreign Recovery Event”) or Excess Cash Flow attributable to Foreign Subsidiaries would be prohibited or delayed by applicable local law from being repatriated to the United States, an amount equal to the Net Proceeds or Excess Cash Flow that would be so affected were the Borrower or a Restricted Subsidiary to attempt to repatriate such excesscash will not be required to be applied to repay Term Loans at the times provided in this Section 2.07 so long, but only so long, as the applicable local law would not permit repatriation to the United States and, if within one year following the date on which the respective prepayment would otherwise have been required such repatriation of any such affected Net Proceeds or Excess Cash Flow is permissible under the applicable local law, even if such cash is not actually repatriated at such time, an amount equal to the amount of such Net Proceeds or Excess Cash Flow, as applicable, will be promptly (and in any event not later than ten Business Days) applied (net of an amount equal to the additional taxes of the Borrower, the Subsidiaries and the direct and indirect holders of Equity Interests in the Borrower that would be payable or reserved against and any additional costs that would be incurred as a result of a repatriation, whether or not a repatriation actually occurs) by the Borrower or the Restricted Subsidiaries to the repayment of the Term Loans pursuant to this Section 2.07 to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Proceeds of any Foreign Asset Sale or Foreign Recovery Event or Excess Cash Flow attributable to Foreign Subsidiaries would have material adverse tax consequences with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.07; provided that the Borrower will use commercially reasonable efforts to eliminate or reduce any such material adverse tax consequences to enable such repayment to be made; provided, further, that any such Net Proceeds prohibited by applicable local law from being repatriated shall remain in an escrow or segregated account and shall not be permitted to be reinvested or otherwise expended. (g) Any prepayment of Term Loans of any Class shall be applied to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.06 as directed by the Borrower and if not directed by the Borrower, in direct order of maturity thereof, or as otherwise provided in any Extension Amendment, any Incremental Assumption Amendment or any Refinancing Amendment.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans Loans, in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities one Business Days Day prior to any date of prepayment of any Term SOFR Loans Loan and (B) on the date of prepayment of any Base Rate LoansLoan; (ii) any prepayment of Term SOFR Loans shall be in a minimum principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a 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. 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 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, 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 for any reason the Outstanding Amount Administrative Agent notifies the Borrower at any time exceeds that: (i) a Borrowing Base Deficiency exists at such time (such notice, a “Deficiency Notice”), then the Aggregate Commitments then Borrower shall (A) give notice to the Administrative Agent and Lenders via electronic mail of its intent to cure any Borrowing Base Deficiency by 3:00 p.m. on the Business Day following the delivery of notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency (unless the Borrower has actually cured such Borrowing Base Deficiency by such time) and (B) either (I) 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 (including Permitted Participation Interests on a trade date basis), Cash or Cash Equivalents (including Interest Proceeds) to the Principal Proceeds Account so that the Borrowing Base Deficiency Amount will be reduced to zero and/or (II)(x) deliver to the Administrative Agent a written report showing a projected cure of any Borrowing Base Deficiency based on actions described in effectclause (I), if any, delivery of a Capital Contribution Notice and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the delivery of such notice (or any combination of the foregoing), which report shall (1) be satisfactory to the Administrative Agent (which report shall be deemed to be satisfactory if it contemplates only sales to Approved Dealers pursuant to clause (3) below), (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 10 Business Days of the Borrower’s commitment to such sale and (y) cure Borrowing Base Deficiency by 3:00 p.m. on the tenth (10th) Business Day following the delivery of such notice (which period shall include the two (2) Business Days permitted for delivery of such report); provided that, notwithstanding anything contrary in this Section 2.03(b)(i) and subject to the consent of the Administrative Agent in its sole discretion, if the Borrowing Base Deficiency ceases to exist during the relevant cure period set forth herein (whether due to a change in the Current Market Value of any Collateral Asset or otherwise), the Borrowers Borrower shall not be required to take any of the foregoing actions, notwithstanding any notice given to the Administrative Agent of any intent to take any action or any Capital Contribution Notice sent to investors; or (ii) a breach of the Interest Coverage Test exists at such time (such notice, also a “Deficiency Notice”), then the Borrower shall (A) give notice to the Administrative Agent and Lenders via electronic mail of its intent to cure any such breach of the Interest Coverage Test by 3:00 p.m. on the second Business Day following the delivery of notice from the Administrative Agent of such breach (unless the Borrower has actually cured such breach by such time), (B) if the Borrower intends to cure such breach by means of a cash capital contribution from the Borrower Parent, provide evidence to the Administrative Agent, which is reasonably satisfactory to the Administrative Agent (it being understood that delivery of a Capital Contribution Notice shall constitute such reasonably satisfactory evidence so long as the Collateral Manager is not in default of any of its obligations under the Loan Documents or any of its other material contractual obligations), that the Borrower Parent intends to make such contribution in order to cure such breach on or prior to the date that is ten (10) Business Days following the date on which the Administrative Agent sent notice to the Borrower that a breach of the Interest Coverage Test has occurred (unless the Borrower has actually cured such breach by such time), (C) if the Borrower intends to cure such breach by designating Principal Proceeds as Interest Proceeds, provide evidence to the Administrative Agent that the Principal Proceeds Test will be satisfied on a pro forma basis by 3:00 p.m. on the second Business Day following the date on which the Administrative Agent sent notice to the Borrower regarding such breach and (D) in each case, cure any such breach by 3:00 p.m. on the fifth Business Day (or, in the case of a cure by means of a capital contribution from the Borrower Parent, the tenth Business Day) following the date on which the Administrative Agent sent notice to the Borrower that such breach arose by transferring Cash to the Collection Account which shall immediately prepay be applied to pay interest on the Loans and/or fees payable to the Lenders or Administrative Agent that otherwise could not be paid with Cash available in an aggregate amount equal the Collection Account prior to such excesstransfer, to cure such breach (it being understood that, for purposes of this Section, such Cash shall be deemed to be Interest Proceeds for purposes of determining the Interest Coverage Ratio) and, for purposes of determining whether an Event of Default under Section 8.01(i) has occurred, the Interest Coverage Ratio shall be re-calculated on a retrospective basis as if such deemed Interest Proceeds had been received in the previous Interest Period); provided that, any Deficiency Notice delivered on (x) a non-Business Day or (y) after 12:00 p.m. on a Business Day, will, in each case, be deemed to have been delivered on the immediately succeeding Business Day. (c) Any prepayment of any Loan shall be accompanied by all amounts owing under Section 2.06 (other than accrued interest, if such prepayment is not on a Payment Date) in respect of the amount prepaid and in the case of any Term SOFR Loan any additional amounts required pursuant to Section 3.05. (d) If a Restricted Payment Test Failure has occurred and is continuing, the Borrower may cure such Restricted Payment Test Failure in accordance with the definition of “Restricted Payment Test Cure.”

Prepayments. (a) Any Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two (2) Business Days prior to any date of prepayment of Term SOFR Rate Loans and (B) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Daily SOFR Rate Loans or Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. 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 Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by 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; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a any Term SOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans any Borrowing in whole or in part without premium or penalty; provided that: that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time, (Ai) three Business Days prior to any date of prepayment of Term SOFR Loans, (ii) three U.S. Government Securities Business Days prior to any date of prepayment of Daily Simple SOFR Loans Loans, and (Biii) on the one Business Day prior to any date of prepayment of Base Rate Loans; , and (iib) any prepayment of SOFR Loans any Borrowing shall be in a principal an aggregate amount of $1,000,000 or a whole that is an integral multiple of $1,000,000 in excess thereof; the Borrowing Multiple 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 not less than the Borrowing Minimum or, in each case, if less, the entire principal amount thereof of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Borrowing or Borrowings to be prepaid and, if a Term SOFR Loans are Borrowing is to be prepaid, the Interest Period(s) of such LoansPeriod applicable thereto. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender▇▇▇▇▇▇’s Applicable Percentage ratable share of such prepayment. If such notice is given by a the Borrower, such the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified thereinin the applicable notice; provided that such notice of prepayment may state that such notice prepayment is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of such prepayment) if such any applicable condition is not satisfied. Any prepayment of a SOFR 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 2.122.13, each such prepayment of a Borrowing shall be applied to the Loans of the Lenders comprising such Borrowing ratably in accordance with their the respective Applicable Percentagesprincipal amounts of such Loans. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Loan in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. three (A3) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans prepayment; and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Loansprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.06. Subject to Section 2.122.11, each such prepayment shall be applied distributed to the Loans of the Lenders in accordance with their respective Applicable Percentages. Prepayment of the Loan under this Section 2.02(a) shall be applied to the remaining installments of principal due on the Loan in the inverse order of maturity. (b) If for any reason In addition to prepayments permitted by Section 2.02(a), after the Outstanding Amount at any time exceeds the Aggregate Commitments then in effectFirst Lien Debt has been Paid In Full, the Borrowers following payments shall immediately prepay Loans be made by Borrower to the Administrative Agent and shall be distributed to Lenders in accordance with their respective Applicable Percentages: (i) In the event of any Disposition by Borrower outside the ordinary course of business or otherwise permitted under Section 7.05, an aggregate amount equal to the net proceeds of such excessDisposition; (ii) In the event of any condemnation, casualty or other material recovery event with respect to any asset of Borrower, an amount equal to the net proceeds of such condemnation, casualty or other recovery event, except in the case of a casualty or other material recovery event where, in accordance with the provisions of the Loan Documents, the proceeds are used by Borrower to repair or replace such asset of Borrower; and (iii) Any and all Extraordinary Receipts.

Prepayments. (a) Any The Borrower may, upon notice 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities one Business Days Day prior to any date of prepayment of any Term SOFR Loans Loan and (B) on the date of prepayment of any Base Rate LoansLoan; (ii) any prepayment of Term SOFR Loans shall be in a minimum principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a 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. 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 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, 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 for any reason the Outstanding Amount Administrative Agent notifies the Borrower at any time exceeds that: (i) a Borrowing Base Deficiency exists at such time (such notice, a “Deficiency Notice”), then the Aggregate Commitments Borrower shall (A) give notice to the Administrative Agent and Lenders (with a copy to the Collateral Administrator) via electronic mail of its intent to cure any Borrowing Base Deficiency by 3:00 p.m. on the Business Day following the delivery of notice from the Administrative Agent of such Borrowing Base Deficiency (unless Borrower has actually cured such Borrowing Base Deficiency by such time) and (B) either (I) 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 (including Interest Collections) to the Principal Collection Account so that the Borrowing Base Deficiency Amount will be reduced to zero and/or (II)(x) deliver to the Administrative Agent a written report showing a projected cure of any Borrowing Base Deficiency based on actions described in clause (I), if any, delivery of a Capital Raise Notice and pending purchases and sales of Collateral Assets by 3:00 p.m. on the second Business Day following the delivery of such notice, which report shall (1) be satisfactory to the Administrative Agent (which report shall be deemed to be satisfactory if it contemplates only sales to Approved Dealers pursuant to clause (3) below), (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 10 Business Days of the Borrower’s commitment to such sale and (y) cure Borrowing Base Deficiency by 3:00 p.m. on the seventh (7th) Business Day following the delivery of such notice (which period shall include the two (2) Business Days permitted for delivery of such report); or (ii) a breach of the Interest Coverage Test exists at such time (such notice, also a “Deficiency Notice”), then the Borrower shall (A) give notice to the Administrative Agent and Lenders (with a copy to the Collateral Administrator) via electronic mail of its intent to cure any such breach of the Interest Coverage Test by 3:00 p.m. on the second Business Day following the delivery of notice from the Administrative Agent of such breach (unless Borrower has actually cured such breach by such time), (B) if the Borrower intends to cure such breach by means of a cash capital contribution from the Borrower Parent, provide evidence to the Administrative Agent, which is reasonably satisfactory to the Administrative Agent (it being understood that delivery of a certification by the Borrower Parent of its ability and commitment to fund such capital contribution shall be deemed satisfactory to the Administrative Agent so long as the Borrower Parent or the Collateral Manager is not in effectdefault of any of its obligations under the Loan Documents or any of its other material contractual obligations), that the Borrowers Borrower Parent intends to make such contribution in order to cure such breach on or prior to the date that is three (3) Business Days following the date on which the Administrative Agent sent notice to the Borrower that a breach of the Interest Coverage Test has occurred (unless Borrower has actually cured such breach by such time), (C) if the Borrower intends to cure such breach by designating Principal Proceeds as Interest Proceeds, provide evidence to the Administrative Agent that the Principal Proceeds Test will be satisfied on a pro forma basis by 3:00 p.m. on the first Business Day following the date on which the Administrative Agent sent notice to the Borrower regarding such breach and (D) in each case, cure any such breach by 3:00 p.m. on the third Business Day following the date on which the Administrative Agent sent notice to the Borrower that such breach arose by transferring Cash to the Collection Account which shall immediately prepay be applied to pay interest on the Loans and/or fees payable to the Lenders or Administrative Agent that otherwise could not be paid with Cash available in an aggregate amount equal the Collection Account prior to such excesstransfer, to cure such breach (it being understood that, for purposes of this Section, such Cash shall be deemed to be Interest Proceeds for purposes of determining the Interest Coverage Ratio); provided that, any Deficiency Notice delivered on (x) a non-Business Day or (y) after 12:00 p.m. on a Business Day, will, in each case, be deemed to have been delivered on the immediately succeeding Business Day. (c) Any prepayment of any Loan shall be accompanied by all accrued and unpaid interest, amounts owing under Section 2.06 in respect of the amount prepaid and in the case of any Term SOFR Loan any additional amounts required pursuant to Section 3.05.

Prepayments. (a) Any Each Borrower may, at any time and from time to time, prepay the Loans of any Class made to such Borrower, in whole or in part, without premium or penalty, upon at least three Business Days’ irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice pursuant to the preceding sentence shall specify the date and amount of such prepayment and the Type(s) applicable prepayment, the Class of the Loans to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(sCurrency of the Loans to be prepaid and whether the prepayment is of Eurocurrency Loans, ABR Loans (in the case of Loans in Dollars) or a combination thereof, and, if of a combination thereof, the 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 Applicable Percentage of such prepaymentthereof. If any such notice is given by a Borrowergiven, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such , together with any amounts payable pursuant to subsection 4.6 and any accrued interest thereon. Partial prepayments shall be in an aggregate principal amount of at least $1,000,000. Notwithstanding the foregoing, a notice of voluntary prepayment delivered by a Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother credit facilities, 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 of a SOFR 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 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for In the event and on each occasion that any reason cash proceeds are received by or on behalf of the Outstanding Amount at Company, the Additional Borrower or any time other Subsidiary in respect of any incurrence by any Subsidiary of any Indebtedness, other than Indebtedness permitted to be incurred under subsection 8.2, the Company shall, within five Business Days of the day such cash proceeds are received, prepay Term Loans in an aggregate amount equal to the amount of such cash proceeds and, if the amount of such cash proceeds exceeds the Aggregate Commitments then in effectaggregate principal amount of Term Loans outstanding at such time, the Borrowers shall immediately prepay Revolving Loans in an aggregate amount equal to such excess. (c) If any mandatory prepayment of Term Loans pursuant to subsection 2.5(b) is made at a time when Term Loans of more than one Class remain outstanding, the Company shall select Term Loans to be prepaid so that the aggregate amount of such prepayment is allocated among all Term Loans pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that the amounts so allocable to Incremental Term Loans of any Series may be applied to other Loans as provided in the applicable Incremental Facility Agreement.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans borrowed by it in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 any such notice of prepayment of the Loans in whole in connection with a refinancing of all Loans hereunder may state that such notice it is conditioned upon on the occurrence effectiveness of one or more events specified thereinother credit facilities, in which case such notice may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied, in which case such prepayment and payment shall not be due and payable. Any prepayment of a SOFR 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 2.122.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount of the Loans at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans borrowed by it in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be in a form reasonably acceptable to Administrative Agent and be received by the Administrative Agent not in writing or by electronic communication no later than 11:00 10:00 a.m. (A) three U.S. Government Securities (3) Business Days prior to any date of prepayment of Term SOFR Rate Loans and (B) on the date of prepayment of Base Rate Loans or Daily SOFR Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a 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. 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 Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.17, each such prepayment shall be applied paid to the Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of the relevant Facilities. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) If for any reason the Outstanding Amount Total Revolving Credit Outstandings at any time exceeds exceed the Aggregate Commitments Revolving Credit Facility at such time, then in effect, the Borrowers Borrower shall immediately prepay the Revolving Credit Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.

Prepayments. (a) Any The Borrower may, upon notice delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that: that (i) such notice Notice of Loan Prepayment must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three U.S. Government Securities two (2) Business Days prior to any date of prepayment of Term SOFR Loans Loans, (B) one (1) U.S. Government Securities Business Day prior to any date of prepayment of Daily Simple SOFR Loans, and (BC) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Daily Simple SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. . (b) The Administrative Agent will promptly notify each Lender of its receipt of each such noticeany notice under Section 2.03(a), and of the amount of such Lender’s Applicable Percentage share of such prepayment. If any such notice is given by a the Borrower, such 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 that, subject to Section 3.05, such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfied. Any prepayment of a SOFR Loan Loans 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 2.122.13, each such prepayment shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable PercentagesLenders. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part part, without premium or penalty, subject to Section 3.05; provided that: that (ia) such notice Notice of Loan Prepayment must be received by the Administrative Agent not later than 11:00 a.m. a.m., New York City time, (Ai) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans and (Bii) on the date of prepayment of Base Rate Loans; (iib) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof, in each case, or if less, the entire principal amount thereof then outstanding; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orthereof, in each case, or if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment 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 noticeNotice of Loan Prepayment, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice Notice of Loan Prepayment is given by a the Borrower, such 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 any such notice Notice of Loan Prepayment may state that such notice Notice of Loan Prepayment is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereinthe consummation of a specific transaction, in which case such notice may be revoked or extended by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.122.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any Borrower The Borrowers may, upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below or as otherwise provided below) notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay CommittedABL Loans in whole or in part without premium or penalty; provided provided, that: , (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities (3) Business Days prior to any date of prepayment of SOFR LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) 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 (iv) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements related to the incurrence of Indebtedness or the consummation of another transaction, in which case such notice may be revoked by the Lead Borrower (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaidLIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a the Lead Borrower, such Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR LIBO 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 2.12, each Each such prepayment shall be applied to the CommittedABL Loans of the Lenders in accordance with their respective Applicable ABL Percentages. - 81- 6245414.1 (b) The Borrowers may, upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below) notice from the Lead Borrower to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, (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 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. (bi) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments Loan Cap as then in effect, the Borrowers shall immediately prepay ABL Loans, 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 2.05(c) unless after the prepayment in full of the ABL Loans the Total ABL Outstandings exceed the ABL Loan Cap as then in effect. If after giving effect to the payments required in this Section 2.05(c) an excess remains, the Borrowers shall prepay the FILO Loans in the amount of such excess. (ii) If for any reason the Total ABL Outstandings at any time exceed the ABL Loan Cap as then in effect, the Borrowers shall immediately prepay ABL Loans, 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 2.05(c) unless after the prepayment in full of the ABL Loans the Total ABL Outstandings exceed the ABL Loan Cap as then in effect. (d) If a Cash Dominion Event has occurred and is continuing, all proceeds of Collateral of the Loan Parties will be applied to prepay the Obligations and/or Cash Collateralize the L/C Obligations, provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless an Event of Default exists and is continuing. (e) If at any time the aggregate outstanding principal amount of the Loans is at least $150,000,000 and the unrestricted cash and Cash Equivalents of the Loan Parties exceeds $75,000,000 (or if Excess Availability is greater than twenty-five percent (25%) of the Loan Cap, if the unrestricted cash and Cash Equivalents of Loans Parties exceeds $100,000,000), then the Borrowers shall immediately prepay the principal amount of the Loans in the amount equal to such excess (up to the amount of such outstanding Loans). (f) (e) Prepayments made pursuant to Section 2.05(c), (d) and (de) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding CommittedABL Loans, third, to the extent provided therein, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, shall be applied ratably to the Outstanding Amount of the FILO Loans, and fifth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and CommittedABL Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the ABL Lenders, as applicable. (g) (f) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder. - 82- 6245414.1

Prepayments. (a) Any (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans Loans, in whole or in part part, without premium or penalty; penalty (except as specifically provided that: (i) such in the proviso of this sentence and in the penultimate sentence of this Section 2.08(a)(i)), upon notice must be received by delivered to the Administrative Agent not no later than 11:00 a.m. (A) 12:00 noon, New York City time, not less than three U.S. Government Securities Business Days prior to any date thereto, in the case of prepayment of SOFR Loans and (B) Eurodollar Loans, no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid; provided that, if SOFR a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent and Lenders shall be entitled to assume that the Loans contemplated by such notice are to be prepaid, made unless the Interest Period(s) Administrative Agent shall have received written notice revoking such notice of prepayment on or prior to the date of such Loansprepayment). The Upon receipt of any such 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 Applicable Percentage of such prepaymentthereof. If any such notice is given by a Borrowergiven, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR Loan shall be accompanied by all together with accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the case of each prepayment of Loans pursuant to this Section 3.05. Subject 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to Section 2.12be repaid, each and such prepayment shall be applied paid to the Loans of the appropriate Lenders in accordance with their respective Applicable Percentages. (b) pro rata share of such Loans. If for any reason Repricing Event occurs prior to the Outstanding Amount at any time exceeds date occurring 6 months after the Aggregate Commitments then in effectAmendment No.1 Effective Date, the Borrowers shall immediately prepay Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.16(c) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an aggregate amount equal to 1.00% of the aggregate principal amount of the Term B Loans subject to such excessRepricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of such Repricing Event.

Prepayments. (a) Any Each Borrower mayshall have the right, upon notice to the Administrative Agent, at any time or and from time to time voluntarily to prepay Loans any Borrowing, in whole or in part without premium or penalty; part, provided that: (i) that such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR EurodollarSOFR Loans and (B) on the date of prepayment of Base Rate ABR Loans); provided, however, that each partial prepayment shall be in an amount that is (i) an integral multiple of $500,000 and not less than $1,000,000, for any ABR Loan, or (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole an integral multiple of $1,000,000 in excess thereof; and (iii) not less than $3,000,000, for any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesEurodollarSOFR Loan. (b) If for If, on the date of any reason termination or reduction of the Outstanding Amount Commitments pursuant to Section 1.03, or any adjustment of Sublimits pursuant to Section 1.06, the aggregate principal amount of all Loans to any Borrower outstanding at any time exceeds such Borrower’s Sublimit (such excess, an “Over-Advance”), then such Borrower shall pay or prepay or cause to be paid or prepaid so much of the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to the lesser of such excessOver-Advance and the aggregate principal amount of all Loans outstanding to such Borrower. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit such Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.08 shall be subject to Section 2.12 but otherwise without premium or penalty. All prepayments under this Section 2.08 shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. Each prepayment shall be made to the Administrative Agent, to be distributed to the Lenders, pro rata in accordance with the proportion that each Lender’s Loans of the Type prepaid bears to the aggregate amount of all Lenders’ Loans of such Type outstanding.

Prepayments. (a) Any The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 11:30 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR LIBOR Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR LIBOR Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Commitment Percentage of such prepayment. If such notice is given by a Borrowergiven, such 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 any such notice of prepayment of Loans in whole in connection with a refinancing of all Obligations hereunder may state that such notice it is conditioned upon on the occurrence effectiveness of one or more events specified thereinother credit facilities, in which case such notice may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied, in which case such prepayment and payment shall not be due and payable. Any prepayment of a SOFR LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.12, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesCommitment Percentage of such Loan. (b) If for any reason the Outstanding Amount at any time the Total Outstanding Amount exceeds the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A) three U.S. Government Securities one Business Days Day prior to any the date of prepayment repayment of a Daily SOFR Loans Loan and (B) on the date of prepayment of any Base Rate LoansLoan; and (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice must be in the form of a Notice of Loan Prepayment and shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such the Borrower shall make such prepayment of principal and interest accrued thereon 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 such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.122.18, each such principal prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason . Notwithstanding the Outstanding Amount at any time exceeds the Aggregate Commitments then in effectforegoing, the Borrowers Borrower may rescind any notice of prepayment, if such prepayment would have resulted from a refinancing of all or a portion of the Loans hereunder, which refinancing shall immediately prepay Loans in an aggregate amount equal to such excessnot be consummated or shall otherwise be delayed.

Prepayments. (a) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. three (A3) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loansany Term Loan; (ii) any prepayment of SOFR Loans shall be in a principal amount of Five Million Dollars ($1,000,000 5,000,000) or a whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of One Million Dollars ($500,000 1,000,000) or a whole multiple of Five Hundred Thousand Dollars ($100,000 500,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such any notice which contemplates prepayment in full of the Term Loans may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother credit facilities, in which case such notice may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided further that (i) Borrower shall make any payments required to be made pursuant to Section 3.05 and (ii) Borrower shall not seek to revoke more than one (1) such notice during the term of this Agreement. Any prepayment of a SOFR 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 2.12, each Each such prepayment shall be applied to the Loans of the Lenders remaining Term Reduction Installments on a pro rata basis in accordance with their respective Applicable PercentagesSection 2.09. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans any Borrowing in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three Business Days prior to any date of prepayment of Term SOFR Loans, (B) three U.S. Government Securities Business Days prior to any date of prepayment of Daily Simple SOFR Loans and (BC) on the date of prepayment of Base Rate Loans; Loans and (ii) any prepayment of SOFR Loans any Borrowing shall be in a principal an aggregate amount of $1,000,000 or a whole that is an integral multiple of $1,000,000 in excess thereof; the Borrowing Multiple 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 not less than the Borrowing Minimum or, in each case, if less, the entire principal amount thereof of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Borrowing or Borrowings to be prepaid and, if a Term SOFR Loans are Borrowing is to be prepaid, the Interest Period(s) of such LoansPeriod applicable thereto. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified thereinin the applicable notice; provided that such notice of prepayment may state that such notice prepayment is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of such prepayment) if such any applicable condition is not satisfied. Any prepayment of a Term SOFR Loan or Daily Simple SOFR 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 2.122.13, each such prepayment of a Borrowing shall be applied to the Loans of the Lenders comprising such Borrowing in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount Administrative Agent notifies the Borrower at any time exceeds 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 Borrowers Borrower shall immediately prepay Loans in an aggregate amount equal sufficient to eliminate such excess.

Prepayments. (a) Any The Borrower may, upon notice 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: , unless otherwise agreed by the Administrative Agent, (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.122.16, 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 Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(B) unless after the prepayment in full of the Committed Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans borrowed by it in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 any such notice of prepayment of the Loans in whole in connection with a refinancing of all Loans hereunder may state that such notice it is conditioned upon on the occurrence effectiveness of one other transactions or more events specified thereinevents, in which case such notice may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to before the specified effective date) if such condition is not satisfied, in which case such prepayment and payment shall not be due and payable. Any prepayment of a SOFR 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 2.122.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount of the Loans at any time exceeds exceed the Aggregate Commitments then in effect, the Borrowers Borrower shall immediately prepay Loans borrowed by it in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Loans under any Facility in whole or in part without premium or penalty; provided that: that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m. (Ai) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans and (Bii) on the date of prepayment of Base Rate Loans; (iib) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility (or Facilities) to be prepaid 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 under the applicable Facility of its receipt of each such notice, and of the amount of such Lender’s Applicable Loan Percentage of such prepayment. If such notice is given by a the Borrower, such 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 that, so long as the Administrative Agent is notified prior to the prepayment date, a notice of optional prepayment may state that such notice is conditioned conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of one some other identifiable event or more events specified thereincondition, in which case such notice of prepayment may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied. Any prepayment of a Term SOFR 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 2.122.15, each such prepayment shall be applied to the Loans of the Lenders under the applicable Facility in accordance with their respective Applicable Loan Percentages. (b) If . Notwithstanding anything to contrary and for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effectavoidance of doubt, the Borrowers provisions of this Section 2.05 shall immediately prepay permit any prepayment of Loans on a Facility by Facility basis and on a non-pro rata basis across Facilities (but not within a single Facility), in an aggregate amount equal to such excesseach case, as selected by the Borrower in its sole discretion.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans Loans, in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities two Business Days prior to any date of prepayment of SOFR Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, 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 for any reason the Outstanding Amount Administrative Agent notifies the Borrower at any time exceeds that a Borrowing Base Deficiency exists at such time, then the Aggregate Commitments then Borrower shall (i) give notice to the Administrative Agent and Lenders via electronic mail or facsimile of its intent to cure any Borrowing Base Deficiency by 3:00 p.m. on the Business Day following the delivery of notice from the Administrative Agent of such Borrowing Base Deficiency (unless Borrower has actually cured such Borrowing Base Deficiency by such time) and (ii) either (x) cure any Borrowing Base Deficiency by 3:00 p.m. on the third Business Day following the date on which the Borrowing Base Deficiency arose or (y) no more than 3 times in effectany rolling 12-month period, (1) provide evidence to the Administrative Agent, which is reasonably satisfactory to the Administrative Agent, that the Borrower has issued a capital call in order to cure any Borrowing Base Deficiency by 3:00 p.m. on the second Business Day following the delivery of notice from the Administrative Agent of such Borrowing Base Deficiency and (2) cure any Borrowing Base Deficiency by 3:00 p.m. on the 10th Business Day following the date on which the Administrative Agent sent notice to the Borrower that a Borrowing Base Deficiency arose, in each case by either (A) repaying outstanding Loans, selling Collateral Assets and depositing the proceeds of such sale into the Collection Account or transferring additional Eligible Collateral Assets, Cash or Cash Equivalents to the Collateral Account, the Borrowers Collection Account or the Unfunded Exposure Account, as applicable, so that the Borrowing Base Deficiency will thereupon be cured or (B) delivering to the Administrative Agent a written report showing a projected cure of such Borrowing Base Deficiency based on actions described in clause (A), if any, and pending purchases and sales of Collateral Assets, which report shall immediately prepay Loans (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 an aggregate amount equal 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 only if such sales are to Approved Dealers and the Borrower reasonably expects such sales to be settled within 30 days of the Borrower’s commitment to such excesssale. (c) Any prepayment of any Loan shall be accompanied by all accrued and unpaid interest, amounts owing under Section 2.06 in respect of the amount prepaid and in the case of any Eurocurrency Rate Loan any additional amounts required pursuant to Section 3.05.

Prepayments. (a) Any Each Borrower may, upon notice from 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: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) 4:00 p.m. three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Term Benchmark Rate Loans and denominated in Dollars, (B) 4:00 p.m. four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Loans denominated in Alternative Currencies, and (C) 12:00 noon on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of SOFR Term Benchmark Rate Loans or Daily Benchmark Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if SOFR Term Benchmark Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a such 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; provided that any such notice may state that such notice it is conditioned upon the occurrence incurrence of one other indebtedness or more events specified thereinthe receipt of proceeds from another transaction, in which case such notice may be revoked by such Borrower the Company (by notice to the Administrative Agent on or prior to the specified effective dateAgent) if such condition is not satisfied. Any prepayment of a SOFR Term Benchmark 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 2.122.19(a), 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 Company may, upon notice to the Outstanding Amount Swing Line Lender (with a copy to the Administrative Agent), at any time exceeds or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such prepayment shall be in a minimum principal amount of $100,000. 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 Borrowers 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 immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that no Borrower shall 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 Aggregate Commitments then in effect.

Prepayments. (a) Any Each Borrower may, upon notice from 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: that (ia) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (Ai) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans (ii) 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 (Biii) on the date of prepayment of Base Rate Committed Loans; (iib) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; (c) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (iiid) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date 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 Applicable Percentage of such prepayment. If Any notice delivered by a Borrower pursuant to this Section 2.05 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by a Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Subject to the foregoing sentence, if such notice is given by a any Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Term SOFR Loan and/or an Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with 2.05 any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each 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, for any reason reason, the Outstanding Amount at any such time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrowers shall have no right to prepay any principal amount of any Revolving Loan or Swing Loan other than as provided in subsection (b) below. Unless otherwise agreed by the relevant Lender in its sole discretion, no Borrower mayshall have the right to prepay any principal amount of any Competitive Bid Loan of such Lender except on the terms specified by the Company for such Competitive Bid Loan in the related Notice of Competitive Bid Loan Borrowing delivered pursuant to Section 3.02 and set forth in the Competitive Bid Loan Note, if any, evidencing such Competitive Bid Loan. (b) Each Borrower may without premium or penalty, (i) upon at least the number of Business Days’ prior notice specified in the first sentence of Section 3.01(a) with respect to any Revolving Loan of the same Type (such notice must be in a form reasonably acceptable 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: (iii) such upon notice must be received by the Administrative Agent not no later than 11:00 a.m. AM (ALondon time) three U.S. Government Securities one Business Days Day prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loansany Swing Loan, in any case given to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay the outstanding principal amounts of the Loans made to such Borrower comprising part of the same Revolving Loan Borrowing or Swing Loan Borrowing, as the case may be, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that the Company may condition any such notice upon the consummation of an acquisition, disposition, financing or other event; provided further, however, that (iix) each partial prepayment (other than any prepayment of SOFR Loans any Swing Loan) shall be in a an aggregate principal amount of not less than $1,000,000 10,000,000 or a whole an integral multiple of $1,000,000 in excess thereof; thereof (or the Foreign Currency Equivalent of such respective amounts in the case of Loans denominated in an Alternate Currency) and (iiiy) if any prepayment of Base any Eurocurrency Rate Loans shall be in made on a principal amount date which is not the last day of $500,000 an Interest Period for such Loans (or on a whole multiple of $100,000 in excess thereof or, in each case, if less, date which is not the entire principal amount thereof then outstanding. Each such notice shall specify the maturity date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Swing Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower), such Borrower shall make also pay any amounts owing to each Lender pursuant to Section 9.04(c) so long as such prepayment Lender makes written demand upon such Borrower therefor (with a copy of such demand to the Administrative Agent) within 20 Business Days after such prepayment. (c) Upon the occurrence of a Change of Control, if so requested in writing by the Required Lenders through the Administrative Agent within thirty (30) days after the Company notifies the Administrative Agent of the occurrence of such Change of Control, (i) the Company shall, on a day not later than five Business Days after the date of such request, prepay and/or cause to be prepaid the full principal of and interest on the payment amount specified Loans and all other amounts whatsoever payable under this Agreement (including without limitation amounts payable under Section 9.04(c) as a result of such prepayment) and provide cash collateral for all outstanding Letters of Credit as provided in such notice shall be due Section 7.02 (as if an Event of Default had occurred and payable was continuing) and (ii) the Commitments shall, on the date specified therein; provided that of such notice may state that such notice is conditioned upon request, forthwith terminate. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (d) If (i) the occurrence obligations of one or more events specified therein, in which case such notice may be revoked the Company under Article X with respect to any outstanding Guaranteed Obligations owing by such any Designated Borrower (herein, the “Affected Borrower”) shall for any reason (x) be terminated, (y) cease to be in full force and effect or (z) not be the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms, and (ii) such condition continues unremedied for 15 days after written notice thereof shall have been given to the Company by notice to the Administrative Agent on or prior any Lender, then the Affected Borrower shall, no later than the 15th day after the date of such notice, prepay (and the Company shall cause to be prepaid) the specified effective date) if such condition is not satisfied. Any prepayment full principal of a SOFR Loan shall be accompanied by all accrued and interest on the amount prepaidLoans owing by such Affected Borrower and all other amounts whatsoever payable hereunder by such Affected Borrower (including, together with any additional without limitation, all amounts required pursuant to payable under Section 3.05. Subject to Section 2.12, each 9.04(c) as a result of such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesprepayment). (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any 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: 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) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; 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 Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by a Borrowerthe Company, such the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Term SOFR 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 2.122.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. (b) If for any reason the Outstanding Amount Total Outstandings at any time exceeds exceed the Aggregate Commitments (except pursuant to the exercise of the Term Loan Conversion Option) then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A1) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of 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 Applicable Percentage ratable portion of such prepaymentprepayment based on such Lender’s Applicable Percentage. If such notice is given by a the Borrower, such 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 that, any notice of prepayment may state that such notice is be conditioned upon the occurrence consummation of one a refinancing of this Agreement or more events specified therein, in which case such notice other transaction and may be revoked by the Borrower in the event such Borrower (by notice to the Administrative Agent on refinancing or prior to the specified effective date) if such condition transaction is not satisfiedconsummated, and if so revoked, such repayment shall not be due and payable. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.12, each such prepayment 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity, and after such application, to repayment of any Outstanding Amount of the Term Loans. Subject to Section 2.16, each prepayment of Loans of shall be paid to the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities. (b) If for any reason The Borrower may, upon notice to the Outstanding Amount Swing Line Lender (with a copy to the Administrative Agent), at any time exceeds or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Aggregate Commitments then Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in effecta minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrowers Borrower shall immediately prepay Loans make such prepayment and the payment amount specified in an aggregate amount equal to such excessnotice shall be due and payable on the date specified therein.

Prepayments. (a) Any The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily prepay Loans to prepay, without premium or penalty but subject to Section 2.14, any Borrowing, in whole or in part part, upon giving notice in writing (including by email transmission) to the Agent in accordance with paragraph (c) of this Section. (b) In the event and on each occasion that the aggregate Credit Exposure exceeds the aggregate Commitments, the Borrower shall immediately prepay, without premium or penalty; provided that: penalty but subject to Section 2.14, Borrowings in an aggregate amount as shall be necessary to eliminate the excess of such Credit Exposure over the aggregate Commitments. (c) The Borrower shall notify the Agent by written notice (including by email transmission) of any prepayment hereunder (i) such notice must be received by in the Administrative Agent case of a prepayment of a SOFR Borrowing, not later than 11:00 a.m. (A) 10:00 a.m., New York City time, three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on before the date of prepayment of Base Rate Loans; or (ii) any in the case of prepayment of SOFR Loans shall be in a principal amount an ABR Borrowing, not later than 10:00 a.m., New York City time, on the Business Day of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall specify the date and prepayment date, the principal amount of such prepayment and the Type(seach Borrowing (or portion thereof) of Loans to be prepaid and, if SOFR Loans are and shall be irrevocable and shall commit the Borrower to be prepaid, the Interest Period(sprepay such Borrowing (or portion thereof) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of by the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable stated therein on the date specified stated therein; provided that such notice may state that such notice is conditioned upon the occurrence of one . All prepayments under this Section 2.11 shall be subject to Section 2.14 but shall otherwise be without premium or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedpenalty. Any prepayment of a SOFR Loan All prepayments under this Section 2.11 shall be accompanied by all payment of accrued interest on the principal amount prepaidbeing prepaid to the date of payment. Each partial prepayment of any Borrowing shall be in an amount which is an integral multiple of $1,000,000 and not less than $5,000,000 or, together with any additional amounts required pursuant to Section 3.05if less, the aggregate principal amount of such Borrowing. Subject to Section 2.12, each such Each prepayment of a Borrowing shall be applied ratably to the Loans of included in the Lenders in accordance with their respective Applicable Percentagesprepaid Borrowing. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans any Borrowing in whole or in part without premium or penalty; provided that: that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time, (Ai) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion), (ii) one Business Day prior to any date of prepayment of Daily Simple SOFR Loans (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) and (Biii) on the date of prepayment of Base Rate Loans; Loans and (iib) any prepayment of SOFR Loans any Borrowing shall be in a principal an aggregate amount of $1,000,000 or a whole that is an integral multiple of $1,000,000 in excess thereof; the Borrowing Multiple 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 not less than the Borrowing Minimum or, in each case, if less, the entire principal amount thereof of such Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Borrowing or Borrowings to be prepaid and, if a Term SOFR Loans are Borrowing is to be prepaid, the Interest Period(s) of such LoansPeriod applicable thereto. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such LenderL▇▇▇▇▇’s Applicable Percentage ratable share of such prepayment. If such notice is given by a the Borrower, such the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified thereinin the applicable notice; provided that such notice of prepayment may state that such notice prepayment is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked (or the date of prepayment may be extended) by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of such prepayment) if such any applicable condition is not satisfied. Any prepayment of a SOFR 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 2.12, each such prepayment of a Borrowing shall be applied to the Loans of the Lenders comprising such Borrowing ratably in accordance with their the respective Applicable Percentagesprincipal amounts of such Loans. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any A Borrower may, upon notice 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: that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m. (Ai) three U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans Loans, and (Bii) on the date of prepayment of Base Rate Loans or RFR Loans; (iib) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iiic) any prepayment of Base Rate Loans or RFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such that, so long as the Administrative Agent is notified prior to the prepayment date, a notice of optional prepayment may state that such notice is conditioned conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of one some other identifiable event or more events specified thereincondition, in which case such notice of prepayment may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of prepayment) if such condition is not satisfied. Any prepayment of a Term SOFR 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 2.122.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for the Administrative Agent notifies a Borrower in writing that the aggregate Revolving Credit Exposures of the Lenders at such time exceeds 101% of the Aggregate Commitments then in effect, then, within three Business Days after receipt of such written notice from the Administrative Agent, such Borrower shall prepay Loans and/or such Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess, or such Borrower shall take such other action to the extent necessary to eliminate any reason such excess; provided, however, that, subject to the Outstanding Amount at provisions of Section 2.14(a), such Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after any time such prepayment of Loans, the aggregate Revolving Credit Exposures of the Lenders exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: : (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. No Loan Party shall, or shall permit any Subsidiary of a Loan Party to, prepay, redeem, defease, purchase in any manner, make any other distribution (whether in cash, securities or other property), or deposit or set aside funds (including any sinking fund or similar deposit) for the purpose of any of the foregoing, or agree to make, directly or indirectly, make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of, or interest on any earnouts, or other Indebtedness (other than the Obligations), except: (a) Any Borrower may, upon notice to the Administrative Agent, at any time regularly scheduled payments of principal or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a SOFR 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 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.the terms of the instruments governing any Indebtedness permitted under Section 8.1 (other than Subordinated Indebtedness or Indebtedness allowed under the definition of Permitted Indebtedness(u)); (b) If for any reason refinancing of such Indebtedness to the Outstanding Amount at extent such refinancing Indebtedness is permitted under Section 8.1; and (c) any time exceeds payments of regularly scheduled interest in accordance with the Aggregate Commitments then terms of the Seller Subordinated Note or Sponsor Subordinated Note, subject to the terms of the Subordinated Debt Subordination Agreement applicable thereto; provided, that no payments of principal shall be made on the Seller Subordinated Note or Sponsor Subordinated Note shall be made until after the Obligations have been Paid in effectFull unless the Payments Conditions are satisfied and such payments are otherwise permitted by the Seller Debt Subordination Agreement; and (d) with respect to any Subordinated Debt (other than the Seller Subordinated Note or Sponsor Subordinated Note), no payments on such Subordinated Debt shall be made until after the Borrowers shall immediately prepay Loans Obligations have been Paid in an aggregate amount equal to Full unless the Payments Conditions are satisfied and such excesspayments are otherwise permitted by the Subordinated Debt Subordination Agreement applicable thereto.

Prepayments. (a) Any The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that: that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A) three U.S. Government Securities two Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 250,000 in excess thereof; ;, and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, such 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 provided, that such a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereinthe closing of a securities offering, and the receipt of proceeds thereunder, in which case such notice may be revoked by such the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is conditions are not satisfied. Any prepayment of a Term SOFR 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 2.12, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason Upon the consummation of the Canadian Sale, the Borrower shall within seven (7) Business Days thereafter prepay the Outstanding Amount at of all Loans, all accrued and unpaid interest thereon, and all other unpaid Obligations hereunder. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal additional amounts required pursuant to such excessSection 3.05.