Common use of Prepayments Clause in Contracts

Prepayments. (a) 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 (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) 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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, 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans, Loans and Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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) 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, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) 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 the a principal amount of $2,000,000 1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of $500,000 in excess the Dollar Equivalent thereof; and (iiiiv) any prepayment of Base Rate Loans shall be in the 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 and currency of such prepayment and the Type(s) of Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersCompany, the Borrowers applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.162.17, each such prepayment shall be applied paid to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities.

Prepayments. (a) The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice to the Australian Sub-Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Committed Loans or Term A-2 Loans made to it in whole or in part without premium or penaltypenalty (other than as provided in Section 3.5); provided that (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Applicable Agent not later than 11:00 a.m. (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) 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 denominated in US Dollars, (B) three Business Days prior to any date of prepayment of Term Rate Loans denominated in Alternative Currencies, (C) two Business Days prior to any date of prepayment of XXXXX Loans, and (D) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Daily SOFR Canadian Prime Rate Loans or Base Rate (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Term SOFR Rate Loans or Daily SOFR Rate other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in the a principal amount of $2,000,000 US$50,000,000 or a whole multiple of $500,000 US$1,000,000 in excess thereof; (iii) any partial prepayment of Tranche B Loans denominated in Canadian Dollars shall be in a principal amount of CDN$5,000,000 or a whole multiple of CDN$500,000 in excess thereof; and (iiiiv) any partial prepayment of Base Rate Tranche C Loans shall be in the a principal amount of $500,000 A$5,000,000 or a whole multiple of $100,000 A$500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment 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 Applicable Agent will promptly notify each appropriate Lender of its receipt of each such noticenotice and the contents thereof, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepaymentCommitted Loans. If such notice is given by the Borrowersa Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.16, each Each such prepayment of Committed Loans shall be applied to the Committed Loans of the appropriate Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPro Rata Shares.

Prepayments. (a) The Borrowers Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day’s notice to Administrative Agent in the case of the Base Rate Loans, and at least three (3) Banking Days’ notice to Administrative Agent in the case of LIBOR Loans, prepay Ratable Loans, in whole or in part, provided that (1) any partial prepayment under this Section shall be in integral multiples of One Million Dollars ($1,000,000); and (2) each prepayment under this Section shall include, at Administrative Agent’s option, at any time all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Borrower shall have the right to prepay Bid Rate Loans only if so provided in the Bid Rate Loan Request, and otherwise with the consent of the Bank or the Designated Lender that funded the Bid Rate Loan that Borrower desires to prepay. Borrower may, from time to time voluntarily on any Banking Day so long as prior notice is given to Administrative Agent and Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which Borrower intends to make such prepayment, prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 any Swingline Loans in whole or in part without premium or penalty; provided that in amounts aggregating at least One Hundred Thousand Dollars (i) such notice must be $100,000), and in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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 the principal amount of $2,000,000 or a whole an integral multiple of One Hundred Thousand Dollars ($500,000 in excess thereof; and 100,000) (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the principal amount to be prepaid together with accrued interest thereon to 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 by initiating a wire transfer 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 the Borrowers, the Borrowers shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Swingline Loans no later than 1:00 P.M. (New York City time) on such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityday.

Prepayments. (a) The Borrowers 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 Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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) two (2) three 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 Benchmark Loans or (B) five U.S. Government Securities Business Days prior to any date of prepayment of RFR Loans and (BC) 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 Benchmark Loans shall be in the a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or RFR Loans shall be in the 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, prepaid and, if Term SOFR Rate 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 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided that any such notice of prepayment may be state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other transactions specified therein)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 provisions of Section 3.05. Any prepayment of a Term Benchmark Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers Except as otherwise provided in this Agreement (including, without limitation, the other terms and provisions of this Section 2.7 and Section 7.4 hereof), Borrower shall not have the right to prepay the Loan in whole or in part. Prior to December 6, 2026 (such period from and after December 6, 2026, the “Open Prepayment Period”), Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Administrative AgentDebt in whole (and not in part except as otherwise provided in this Agreement) on any Business Day together with payment to Lender of the Yield Maintenance Premium. On and after the first Business Day of the Open Prepayment Period, Borrower may, provided no Event of Default has occurred and is continuing, at any its option and upon ten (10) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion or from time to time voluntarily as otherwise may be provided herein), prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans the Debt in whole or in part on any Business Day without payment of any prepayment premium or penalty; provided that penalty (iincluding, without limitation, any Yield Maintenance Premium). Notwithstanding anything to the contrary herein, Borrower shall have the right to make a prepayment in part in accordance with the terms and conditions of this Section 2.7(a) such notice must be in order to cure a form acceptable Trigger Period pursuant to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. clause (AA)(ii) 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess definition thereof; , but subject to the terms and (iii) any prepayment of Base Rate Loans shall be in 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, 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 conditions of the amount definition of such Lender’s ratable portion Trigger Period and other provisions 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein)this Agreement. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the end of a Loan the Interest Accrual Period during which such payment is made (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be accompanied held by all accrued Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the amount prepaid, together with, in the case benefit of any Term SOFR Rate Loans, any additional Borrower; such amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment prepaid shall be applied to the Loans Loan on the next Monthly Payment Date, with any interest on such funds paid to Borrower on such date provided no Event of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityDefault then exists.

Prepayments. (a) 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 (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) two (2) three 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 Fixed Period Eurodollar Loans, (B) one Business Day prior to any date of prepayment of Daily Floating Eurodollar Loans and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Rate Fixed Period Eurodollar Loans or and Daily SOFR Rate Floating Eurodollar Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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) Currency Type and Interest Rate Type of Revolving Loans to be prepaid, prepaid and, if Term SOFR Rate Fixed Period Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and 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 the Borrowersany Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Fixed Period Eurodollar Loan or a Daily Floating Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers may, upon notice to Borrower shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Credit Loansany Borrowing, Term A-1 Loans or Term A-2 Loans in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (ANew York time) two not less than three (23) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Term SOFR Rate Loans such prepayment, and (Biii) in the case of Swingline Borrowings, prior to 11:00 a.m. (New York time) 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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 outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans each Borrowing or portion thereof to be prepaid, and, if Term SOFR Rate Loans are to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of any such prepayment. If such notice is given by the Borrowersgiven, the Borrowers shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.11(d); provided, together withthat if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, in the case of any Term SOFR Rate Loans, any additional Borrower shall also pay all amounts required pursuant to Section 3.052.17. Subject Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.16, each such 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilitycomprising such Borrowing.

Prepayments. The principal amount of the Indebtedness evidenced by this Note is prepayable in full or in part at any time, without premium. If (x) the Senior Indebtedness or (y) any indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, the Senior Indebtedness (including any accrued and unpaid interest thereon) has been repaid in full, then within 10 days after the date on which Borrower files its next quarterly report with the Securities Exchange Commission for the fiscal quarter in which the Senior Indebtedness or such other indebtedness has been repaid in full and for each subsequent fiscal quarter as long as the Indebtedness remains outstanding, Borrower shall prepay an aggregate principal amount of the Indebtedness equal to the lesser of (a) The Borrowers may, upon notice 25% of (i) cash and cash equivalents set forth on Borrower’s balance sheet as of the end of such fiscal quarter (as reduced by “cut” but “uncashed” checks reflected as overdrafts in Borrower’s general ledger as of such fiscal quarter-end) minus (ii) $10,000,000 and (b) 25% of (i) the lowest amount of Excess Cash (as defined below) available to Borrower as of the Administrative Agent, last business day of any month in the next twelve (12) month period following such fiscal quarter minus (ii) $10,000,000; provided that the aggregate principal amount of the Indebtedness to be repaid pursuant to this Section 7 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 (i) such notice must shall be in a form acceptable to Administrative Agent determined and be received approved by the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days (or such lesser number disinterested members of days as may be agreed to by the Administrative Agent) prior to any date Borrower’s board 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 directors, whose determination shall be in final and binding. For purposes of this Section 7, “Excess Cash” shall mean the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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 cash forecasted to be prepaid, and, if Term SOFR Rate Loans are available to be prepaid, Borrower as of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt last business day 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 month of the relevant Facility) of rolling twelve month period following each fiscal quarter-end, as set forth in Borrower’s business plan for such prepayment. If such notice is given by the Borrowersperiod, the Borrowers which business plan shall make such prepayment and the payment amount specified have been prepared in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance manner consistent with their respective Applicable Percentages in respect of the relevant Facilitypast practice.

Prepayments. (a) The Borrowers Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day’s notice to Administrative Agent in the case of the Base Rate Loans, and at least three (3) Banking Days’ notice to Administrative Agent in the case of LIBOR Loans, prepay the Ratable Loans, in whole or in part, provided that (1) any partial prepayment under this Section shall be in integral multiples of One Million Dollars ($1,000,000); and (2) each prepayment under this Section shall include, at Administrative Agent’s option, at any time all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Borrower shall have the right to prepay Bid Rate Loans only if so provided in the Bid Rate Loan Request, and otherwise with the consent of the Bank or the Designated Lender that funded the Bid Rate Loan that Borrower desires to prepay. Borrower may, from time to time voluntarily on any Banking Day so long as prior notice is given to Administrative Agent and Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which Borrower intends to make such prepayment, prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 any Swingline Loans in whole or in part without premium or penalty; provided that in amounts aggregating at least One Hundred Thousand Dollars (i) such notice must be $100,000), and in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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 the principal amount of $2,000,000 or a whole an integral multiple of One Hundred Thousand Dollars ($500,000 in excess thereof; and 100,000) (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the principal amount to be prepaid together with accrued interest thereon to 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 by initiating a wire transfer 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 the Borrowers, the Borrowers shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant Swingline Loans no later than 1:00 P.M. (New York City time) on such day and Borrower shall deliver a federal reference number evidencing such wire transfer to Section 3.05. Subject to Section 2.16, each Administrative Agent as soon as available thereafter on such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityday.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative AgentAgents, at any time or from time to time time, voluntarily prepay Revolving Credit Loans, the Committed Loans and the Term A-1 Loans or Term A-2 Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to Administrative Agent the Agents and be received by the Administrative Agent Agents not later than 11:00 a.m. 1:00 p.m. (Ax) two three (23) 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 LIBOR Rate Loans and (By) on the one (1) Business Day prior to any date of prepayment of Daily SOFR Base Rate Loans or Base Canadian Prime Rate Loans; (iiB) any such prepayment of Term SOFR Rate Loans or Daily SOFR LIBOR Rate Loans shall be in the a principal amount of $2,000,000 the U.S. Dollar Equivalent of U.S.$5,000,000 or a whole multiple of $500,000 the U.S. Dollar Equivalent of U.S.$1,000,000 in excess thereof; and (iiiC) any prepayment of Base Rate Loans shall be in the a principal amount of $500,000 U.S.$1,000,000 or a whole multiple of $100,000 U.S.$500,000 in excess thereof; and (D) any prepayment of Canadian Prime Rate Loans shall be in a principal amount of C$1,000,000 or a whole multiple of C$500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (w) the date and amount and currency of such prepayment and prepayment, (x) whether the Loan to be prepaid is a Term Loan or a Committed Loan (or other Borrowing, if applicable), (y) the Type(s) of Loans to be prepaid, and, prepaid and (z) if Term SOFR LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent Agents will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepaymentPercentage). If such notice is given by the Borrowersgiven, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided, that any such notice may be state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions debt incurrences, in which case such notice may be revoked by the Borrower (by notice to the Agents on or prior to the specified therein)effective date) if such condition is not satisfied. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.19, each such prepayment of the Term Loan shall be applied to the Loans of Term Loan and shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityTerm Loan. Subject to Section 2.19, each such prepayment of the Committed Loan of any Class shall be applied to the Committed Loans outstanding in such Class on a pro rata basis among the applicable Lenders of such Class in accordance with their Applicable Percentages of the Committed Loans of such Class. The Borrower shall not be permitted to prepay any Bankers’ Acceptance or BA Equivalent Notes at any time; provided that the Borrower may Cash Collateralize any Bankers’ Acceptance or BA Equivalent Notes by depositing the full face amount of such Bankers’ Acceptance and/or BA Equivalent Notes for application to such Bankers’ Acceptance or BA Equivalent Notes, as the case may be, on the applicable Contract Maturity Date.

Prepayments. (a) The Borrowers Each Borrower 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 Committed Loans in whole or in part without premium or penalty; provided 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) two (2) three 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 Loans, (B) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, (C) one Business Day prior to the date of prepayment of SOFR Daily Floating Rate Loans Loans, and (BD) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Loans, SOFR Daily Floating Rate Loans or Daily SOFR Rate Alternative Currency Loans shall be in the a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid, and, 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 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 the Borrowersa Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers Borrower may, upon written notice from the Borrower to the Administrative AgentAgent (or telephonic notice promptly confirmed in writing), at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans (or Term A-2 Loans of any Class) in whole or in part without premium or penaltypart; provided 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) two 1:00 p.m. (2New York City time) three (3) 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 Eurocurrency Rate Loans and (B) 11:00 a.m. (New York City time) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; and (ii) (A) any prepayment of Term SOFR Rate Loans or Daily SOFR Eurocurrency Rate Loans shall be in the a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; thereof and (iiiB) any prepayment of Loans that are Base Rate Loans shall be in the 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 Class and Type(s) of Loans or L/C Borrowings to be prepaid, prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject Notwithstanding anything to Section 2.16the contrary herein, each such prepayment shall be applied by the Administrative Agent in accordance with the Post-Petition Intercreditor Arrangement and, with respect to any amounts applied to outstanding Obligations of any Class in accordance with the Post-Petition Intercreditor Arrangements, shall be applied ratably to the Loans outstanding Obligations of such Class. Each such payment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityLoans (or Class(es) of Loans) or L/C Borrowings so prepaid so prepaid.

Prepayments. Except as expressly provided in this Agreement, all prepayments of principal made by the Borrower pursuant to Sections 4.4(c) and (ad) 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 shall be applied (i) first, to the payment of the unpaid principal amount of the Term Loans (with, except as provided in the next succeeding sentence, the Term Percentage for each Term Facility of such notice must repayment to be in applied as a form acceptable repayment of Term Loans of such Term Facility), second, to Administrative Agent the prepayment of the then outstanding balance of Swing Line Loans, third, to the payment, pro rata, of the then outstanding balance of the Revolving Loans (and the Revolving Commitments shall be received permanently reduced by the Administrative Agent amount of the required prepayment not later than 11:00 a.m. (A) two (2) Business Days (or such lesser number applied to the Term Loans), and fourth, to the cash collateralization 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 LoansLC Obligations; (ii) any prepayment within each of Term SOFR the foregoing Loans, first to the payment of Base Rate Loans or Daily SOFR Rate Loans shall be in and second to the principal amount payment of $2,000,000 or a whole multiple of $500,000 in excess thereofEurocurrency Loans; and (iii) any with respect to Eurocurrency Loans, in such order as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). Each prepayment of Base Rate Term Loans made pursuant to Section 4.4(c) and (d) shall be in allocated first to the Term Loans based on the aggregate principal amount of $500,000 or a whole multiple the Scheduled Term Repayments due within the twelve month period following the date of $100,000 such prepayment in excess thereof ordirect order of maturity, and, thereafter, shall be allocated second to the Term Loans in proportional amounts equal to the Term Percentage for each Term Facility (in each case, after giving effect to the prepayments made to the Scheduled Term Repayments due within such twelve month period as specified above), as the case may be, of such remaining prepayment, if lessany, and, within each Term Loan, shall be applied to reduce the entire remaining Scheduled Term Repayments on a pro rata basis (based upon the then remaining 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 Scheduled 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 prepaymentRepayments). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any any prepayment of Eurocurrency Loans made pursuant to a Loan single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be accompanied by all accrued interest on the amount prepaid, together withconverted into Base Rate Loans, in the case of any Term SOFR Rate LoansLoans denominated in Dollars, any additional amounts required pursuant to Section 3.05or into Loans with one month Interest Periods, in the case of Loans denominated in an Alternative Currency. Subject to Section 2.16All prepayments shall include payment of accrued interest on the principal amount so prepaid, each such prepayment shall be applied to the Loans payment of interest before application to principal and shall include amounts payable, if any, under Section 3.5. All payments received in Dollars which are required to be applied in Euros and/or Sterling shall be converted to Euros or Sterling, as the Lenders in accordance with their respective Applicable Percentages in respect case may be, at the Spot Rate on the date of the relevant Facilitysuch prepayment.

Prepayments. (a) The Borrowers 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 Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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. noon (A) two (2) three 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 Loans, (B) on four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Daily SOFR Rate Loans or any Alternative Currency Loans, and (C) one Business Day prior to any date of prepayment of Base Rate Loans; and (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Loans shall be in the a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each casecase of the foregoing clauses (ii) through (iv), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided that if such prepayment is to be made from the proceeds of another transaction that will result in the refinancing of all of the Obligations and the termination of this Agreement, then such prepayment may be conditioned upon the effectiveness closing of other credit facilities or other transactions specified therein)such refinancing transaction. Any prepayment of a any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, Borrower may at any time or and from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part part, without premium or penalty; penalty (except as specifically provided that (i) such in the last sentence of this Section 2.08(a)), upon notice must be in a form acceptable delivered to Administrative Agent and be received by the Administrative Agent not no later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m. (A) two (2) a.m., London time), not less than three Business Days (or such lesser number prior thereto, in the case of days as may be agreed to by the Administrative Agent) prior to any date of prepayment of Term SOFR Rate Loans and (B) Eurocurrency Loans, no later than 12:00 noon, New York City time, 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 such notice, in the principal amount case of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orABR Loans, in each case, 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, and; provided that, if Term SOFR Rate a Eurocurrency 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepaymentthereof. If any such notice is given by the Borrowersgiven, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein therein, together with (which date may be conditioned upon except in the effectiveness case of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid, together with, . Partial prepayments of Revolving Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of any Term SOFR Rate Loans, any additional amounts required Alternative Currency). In the case of each prepayment of Loans pursuant to this Section 3.05. Subject 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to Section 2.16be repaid, each and such prepayment shall be applied paid to the Loans of the appropriate Lenders in accordance with their respective Applicable Percentages pro rata share of such Loans. If any Repricing Event occurs prior to the date occurring 12 months after the Incremental Assumption Agreement No.1 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B-1 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 respect an amount equal to 1.00% of the relevant Facilityaggregate principal amount of the Term B-1 Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of such Repricing Event.

Prepayments. (a) The Borrowers may, upon notice from Xxxxxxxxx to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Committed Loans or Term A-2 Loans under a Facility in whole or in part without premium or penalty; provided 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) 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 denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Committed Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Alternative Currency Loans shall be in the a principal amount of the Dollar Equivalent of $2,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in the 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, amount and amount currency of such prepayment prepayment, whether Committed AC Loans or Committed USD Loans are to be prepaid, and the Type(s) of Committed 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) applicable Facility of such prepayment. If such notice is given by the BorrowersXxxxxxxxx, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders under a Facility in accordance with their respective Applicable Percentages in respect of the relevant such Facility.

Prepayments. (a) The Borrowers Company may, at any time and from time to time, prepay the then outstanding Loans, in whole or in part, without premium or penalty, except as provided in Section 3.08 hereof, upon written notice to the Administrative AgentAgent (and, at any time in the case of prepayment of a Swingline Loan, the Swingline Lender) (or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans telephonic notice promptly confirmed in whole or in part without premium or penalty; provided that (iwriting) 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) two (2) New York, New York time, three 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 before the date of prepayment with respect to prepayments of Daily SOFR Rate Loans Adjusted Libor Loans, or Base Rate Loans; (ii) any 11:00 a.m. New York, New York time one Business Day before the date of prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of with respect to Alternate Base Rate Loans (including a Swingline Loan). Each notice shall be in 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 irrevocable and shall specify the date and amount of repayment and whether such prepayment repayment is of the Revolving Credit Loans or the Term Loan and the Type(s) whether such repayment is of Adjusted Libor Loans to be prepaid, and, if Term SOFR or Alternate Base Rate Loans are to be prepaidor a combination thereof, and if a combination thereof, the Interest Period(samount of repayment allocable to each; provided that, a notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the incurrence of other Indebtedness or any other event, in which case such notice of prepayment may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Upon receipt of 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepaymentthereof. If such notice is given by the Borrowersand not revoked, the Borrowers Company shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein therein. Each partial prepayment pursuant to this Section 3.03 of (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan x) Alternate Base Rate Loans shall be accompanied by all accrued interest on the in a principal amount prepaid, together with, of $100,000 or whole multiples of $100,000 in the case excess thereof and (y) of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment Adjusted LIBOR Loans shall be applied to the Loans in a principal amount of the Lenders $500,000 or whole multiples of $500,000 in accordance with their respective Applicable Percentages in respect of the relevant Facilityexcess thereof.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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) 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 or Alternative Currency 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 Alternative Currency Loans shall be in the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, Dollar Equivalent 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, Dollar Equivalent thereof) or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable (subject to the final sentence of this Section 2.03(a)) and specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect 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 relevant FacilityLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Borrower 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 provided, that, unless otherwise agreed by the Administrative Agent, (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. 1:00 p.m. (A) 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 Loans, (B) on the date of prepayment of Adjusted Daily SOFR Rate Loans or Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Adjusted Daily SOFR Rate Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided, that, such notice may be specify that such prepayment is conditioned upon the effectiveness consummation of other credit facilities a particular transaction or other transactions specified therein)refinancing of the Indebtedness hereunder. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any prepayment of Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided that provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) such notice must be in the form of a form acceptable to Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two (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 Loans, (B) three Business Days (or five Business Days, in the case of a Special Notice Currency) prior to any date of prepayment of Alternative Currency Loans, and (BC) 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 Alternative Currency Loans shall be in the a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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 date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, 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 a Notice of Loan Prepayment is given by the Borrowersa Borrower, the Borrowers such 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 (which date therein; provided, that, a Notice of Loan Prepayment delivered by a Borrower may be state that such notice is conditioned upon the effectiveness of other credit facilities transactions, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or other transactions prior to the specified therein)effective date) if such condition is not satisfied. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any prepayment of Term SOFR Rate Loans or Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers may, upon notice shall have no right to the Administrative Agent, at prepay any time principal amount of any Revolving Loan or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans Swing Loan other than as provided in whole or in part subsection (b) below. (b) Each Borrower may without premium or penalty; provided that , (i) such upon at least the number of U.S. Government Securities Business Days’ or Business Days’, as applicable, prior notice must be specified in a form acceptable the first sentence of Section 3.01(a) with respect to Administrative Agent and be received any Revolving Loan of the same Type, (ii) upon notice by the Administrative Agent not no later than 11:00 a.m. 1:00 p.m. (ANew York City time) two (2) one Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) Day prior to any date of prepayment of Term SOFR Rate Loans and (B) on the date of prepayment of Daily SOFR Rate any 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 Base Rate LoansSwing 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 however, that (iix) each partial prepayment (other than any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans any Swing Loan) shall be in the an aggregate principal amount of not less than $2,000,000 1,000,000 or a whole an integral multiple of $500,000 in excess thereof; and thereof (iii) any prepayment of Base Rate Loans shall be in or 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 Foreign Currency Equivalent 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 the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, respective amounts in the case of Loans denominated in an Alternate Currency) and (y) if any Term prepayment of any SOFR Rate Loans or any EURIBOR Loans shall be made on a date which is not the last day of an Interest Period for such Loans (or on a date which is not the maturity date of such Swing Loans), such Borrower shall also pay any additional amounts required owing to each Lender pursuant to Section 3.05. Subject to Section 2.16, each 9.04(c) so long as such prepayment shall be applied Lender makes written demand upon such Borrower therefor (with a copy of such demand to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityAdministrative Agent) within 20 Business Days after such prepayment. SECTION 2.11.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Committed Loans in whole or in part without premium or penalty; provided 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 8:00 a.m. (A) 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 Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans, or (D) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; Committed Loans and (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Committed Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 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 Committed Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility(or other applicable share as provided herein) of such prepayment. If such notice is given by the BorrowersCompany, the Borrowers applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers may, upon notice to Borrower and the Administrative Agent, Co-Borrower shall have the right at any time or and from time to time voluntarily to prepay Revolving Credit Loansany Borrowing, Term A-1 Loans or Term A-2 Loans in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (A) two (23) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Term SOFR Rate Loans such prepayment, and (Biii) in the case of Swingline Borrowings, prior to 11:00 a.m. 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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 outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans each Borrowing or portion thereof to be prepaid, and, if Term SOFR Rate Loans are to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion 's Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of any such prepayment. If such notice is given by the Borrowersgiven, the Borrowers shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.12(e); provided, together withthat if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, in the Borrower, or the Co-Borrower, as the case of any Term SOFR Rate Loansmay be, any additional shall also pay all amounts required pursuant to Section 3.052.18. Subject to Section 2.16, each such Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount not less than $1,000,000 and in integral multiples of $500,000. Each prepayment of a Borrowing shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilitycomprising such Borrowing.

Prepayments. (a) The Borrowers Borrower 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 Committed Loans in whole or in part without premium or penalty; provided 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) two three Business Days prior to any date of prepayment of Eurocurrency Rate Loans, (2B) four Business Days (or such lesser number five, in the case of days as may be agreed to by the Administrative Agentprepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term SOFR Rate Loans Alternative Currency Loans, and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Committed Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Eurocurrency Rate Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans or LIBOR Daily Floating Rate Committed Loans shall be in the 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, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid, prepaid and, if Eurocurrency Rate Loans or Alternative Currency Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Eurocurrency Rate LoansLoan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers may, upon notice from Cxxxxxxxx to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Committed Loans or Term A-2 Loans under a Facility in whole or in part without premium or penalty; provided 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) 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 denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Committed Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Alternative Currency Loans shall be in the a principal amount of the Dollar Equivalent of $2,000,000 1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in the 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, amount and amount currency of such prepayment prepayment, whether Committed AC Loans or Committed USD Loans are to be prepaid, and the Type(s) of Committed 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) applicable Facility of such prepayment. If such notice is given by the BorrowersCxxxxxxxx, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders under a Facility in accordance with their respective Applicable Percentages in respect of the relevant such Facility.

Prepayments. (a) The Borrowers Borrower 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 (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. (Ax) two (2) in the case of Revolving Credit Loans, 1:00 P.M. three Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any date of prepayment or (y) in the case of Term SOFR Rate Loans and (B) Swing Line Loans, 9:30 A.M. on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loansprepayment; and (ii) any prepayment (x) of Term SOFR Rate Loans or Daily SOFR Rate Revolving Credit Loans shall be in the a minimum principal amount of $2,000,000 the Borrowing Minimum or a whole multiple of $500,000 the Borrowing Multiple in excess thereof; thereof or, if less, the entire principal amount thereof then outstanding and (iiiy) any prepayment of Base Rate Swing Line Loans shall be in the a minimum principal amount of $500,000 the Borrowing Minimum or a whole multiple of $100,000 the Borrowing Multiple 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 applicable 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) Facility Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their each applicable Lender’s respective Applicable Percentages in respect of the relevant FacilityFacility Pro Rata Share.

Prepayments. (a) The Borrowers Borrower shall have no optional right to prepay any principal amount of any Advance other than as provided in this Section 2.07. The Borrower may, upon at least three Business Days' prior written 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 Agent in whole or in part without premium or penalty; provided that the case of a prepayment of a Eurodollar Rate Advance and one (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) two (21) Business Days (or such lesser number Days' prior written notice to the Agent in the case of days as may be agreed to by the Administrative Agent) prior to any date of a prepayment of Term SOFR Rate Loans and (B) on the date of prepayment of Daily SOFR Rate Loans or a Base Rate Loans; Advance, in each case stating the proposed date (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans which shall be in the a Business Day) and aggregate principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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, 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 noticeprepayment, 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 if such notice is given by the BorrowersBorrower shall, prepay the Borrowers shall make outstanding principal amounts of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein principal amount prepaid; provided, however, that (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any x) each partial prepayment of a Loan Borrowing comprised of Base Rate Advances (as opposed to any payment in full) shall be accompanied by all accrued interest on the in an aggregate principal amount prepaidnot less than $2,000,000 and an integral multiple of $1,000,000, together withand after giving effect thereto such Borrowing shall not have an outstanding principal amount less than $2,000,000, (y) each partial prepayment of a Borrowing comprised of Eurodollar Rate Advances (as opposed to any payment in full) shall be in an aggregate principal amount not less than $2,000,000 and an integral multiple of $1,000,000, and after giving effect thereto such Borrowing shall not have an outstanding principal amount less than $2,000,000; and (z) in the case of any Term SOFR such prepayment of a Eurodollar Rate LoansAdvance, any additional amounts required the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 3.058.04(b). Subject Each voluntary prepayment of principal following the Revolving Credit Termination Date shall reduce each subsequent installment of principal due under Section 2.05 by an amount equal to the principal amount of such voluntary prepayment divided by the number of regular quarterly payments remaining due on the Notes under Section 2.162.05. Notwithstanding the foregoing, each such any prepayment of principal following the Revolving Credit Termination Date resulting from a Borrowing Base Deficiency shall be applied to the Loans installments of the Lenders principal in accordance with inverse order of their respective Applicable Percentages in respect of the relevant Facilitymaturity.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Company 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 Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than (x) in the case of prepayment of (1) a Term Benchmark Borrowing, not later than 11:00 a.m. (A) two a.m., New York City time, three Business Days before the date of prepayment or (2) an RFR Borrowing, not later than 11:00 a.m., New York City time, five Business Days (or such lesser number of days as may be agreed to by before the Administrative Agent) prior to any date of prepayment or (y) in the case of Term SOFR prepayment of a Base Rate Loans and (B) Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loansprepayment; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Benchmark Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or RFR Loans shall be in the 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 Committed Loans to be prepaid, prepaid and, if Term SOFR Rate 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 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 the BorrowersCompany, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers Borrower 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 Committed Loans in whole or in part without premium or penalty; provided 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) 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 Loans, (B) four Business Days prior to any date of prepayment of Alternative Currency Loans, and (BC) 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 Alternative Currency Loans shall be in the a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided that any such notice may be state that it is conditioned upon the effectiveness incurrence of other credit facilities indebtedness or other transactions specified therein)the receipt of proceeds from another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. Any prepayment of a any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.19(a), each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers may, upon notice to the Administrative AgentAgent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender), at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Committed Loans in whole or in part without premium or penalty; provided 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. 12:00 noon New York City time (A) two three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2B) four Business Days (or such lesser number five, in the case of days as may be agreed to by the Administrative Agentprepayment of loans denominated in Special Notice Currencies) prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate ABR Loans; (ii) any prepayment of Term SOFR Eurocurrency Rate Loans Loans, whether denominated in Dollars or Daily SOFR Rate Loans Alternative Currencies, shall be in the a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate ABR Loans shall be in the 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 Committed Loans to be prepaid, prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers 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 Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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) 10:00 a.m. 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 Loans, (B) 10:00 a.m., Applicable Time, four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) 1:00 p.m., on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Alternative Currency Loans shall be in the a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any prepayment of outstanding Term Loans pursuant to this Section 2.05 shall be applied to the principal repayment installments thereof in inverse order of maturity. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid, and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) Pro Rata Share of such prepayment. If such notice is given by the Borrowersa Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate LoansLoan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPro Rata Shares.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from such Borrower 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 Committed Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent, (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) 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 Loans, (B) on the date of prepayment of Adjusted Daily SOFR Rate Loans, (C) three Business Days (or five Business Days, in the case of prepayment of Alternative Currency Loans or denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (D) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Adjusted Daily SOFR Rate Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Loans shall be in the 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, 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 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 the Borrowersa Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided, that, such notice may be specify that such prepayment is conditioned upon the effectiveness consummation of other credit facilities a particular transaction or other transactions specified therein)refinancing of the Indebtedness hereunder. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any prepayment of Term SOFR Rate Loans or Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Borrower 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 Committed Loans in whole or in part without premium or penalty; provided 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) 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 any Term SOFR Rate Loans Committed Loans, (B) four Business Days prior to any date of prepayment of any Alternative Currency Loans, and (BC) on the date of prepayment of Base Rate Committed Loans or Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Committed Loans shall be in the a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans or Daily SOFR Loans shall be in the 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, prepaid and, if Term SOFR Rate Loans or Alternative Currency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term SOFR Loan or Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages. (b) [Intentionally Omitted].

Prepayments. (a) The Borrowers 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 Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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. New York City time (A) two three (23) 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 one (1) Business Day prior to any 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 the a principal amount of $2,000,000 U.S.$5.0 million or a whole multiple of $500,000 U.S.$1.0 million in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the a principal amount of $500,000 U.S.$500,000 or a whole multiple of $100,000 U.S.$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that 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 no later than 5:00 p.m. New York City time one (1) Business Day 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, 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.162.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityorder selected by the Borrower.

Prepayments. (a) The Borrowers Each Borrower 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, subject to Section 2.04(i) below; provided 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) 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, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (BC) 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 Alternative Currency Loans shall be in the a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, amount and amount currency of such prepayment and the Type(s) of Loans to be prepaid, and, 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 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 the Borrowersa Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.052.18. Subject to Section 2.162.21, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers 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 Credit Loans, the Term A-1 Loans or Term A-2 Loans Loan in whole or in part without premium or penalty; provided 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. 1:00 p.m. (A) 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 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 Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily Simple SOFR Rate Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers 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 Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penaltypenalty (subject to the last sentence hereof); provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any date of prepayment of Term SOFR Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) 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 the a principal amount of $2,000,000 2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Loans shall be in the a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each casecase of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Rate Term 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 Each prepayment of the amount outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilityFacilities. (b) of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein therein. (which date may be conditioned upon c) If at any time the effectiveness of other credit facilities or other transactions specified therein)Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a Term SOFR Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.052.12. Subject to Section 2.16, each such prepayment (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility.have a ratable portion (according to its applicable Pro Rata Share) of

Prepayments. (a) The Borrowers Each Borrower may, upon notice from such Borrower 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 Committed Loans in whole or in part without premium or penalty; provided 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) two 4:00 p.m. three Business Days prior to any date of prepayment of Term Benchmark Rate Loans denominated in Dollars, (2B) 4:00 p.m. four Business Days (or such lesser number five, in the case of days as may be agreed to by the Administrative Agentprepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term SOFR Rate Loans denominated in Alternative Currencies, and (BC) 12:00 noon on the date of prepayment of Daily SOFR Rate Loans or Base Rate Committed Loans; (ii) any prepayment of Term SOFR Benchmark Rate Loans or Daily SOFR Benchmark Rate Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in the 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, prepaid and, if Term SOFR 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 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 the Borrowerssuch Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided that any such notice may be state that it is conditioned upon the effectiveness incurrence of other credit facilities indebtedness or other transactions specified therein)the receipt of proceeds from another transaction, in which case such notice may be revoked by the Company (by notice to the Administrative Agent) if such condition is not satisfied. Any prepayment of a Term Benchmark Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.19(a), each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers 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 Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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) two (2) three 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 the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term SOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers may, upon notice from the Lead Borrower to the Administrative AgentAgent (which such notice of prepayment may be conditioned as set forth in Section 2.05(h)), at any time or from time to time voluntarily (x) prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty or (y) (A) in connection with a Permitted Refinancing, (B) in connection with replacement FILO Loans, (C) where the repayment is made with the cash proceeds contributed to the capital of the Lead Borrower or with the net cash proceeds of an issuance of Equity Interest of the Lead Borrower (other than Disqualified Stock), or (D) as long as the Payment Conditions are satisfied, in each case, prepay in whole or in part FILO Loans of any Class without premium or penalty; provided 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. 12:00 p.m. (A) two (2) three 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 LIBO Rate Loans and (B) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR LIBO Rate Loans or Daily SOFR Rate Loans of any Class shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 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 Class(es) and Type(s) of Loans to be prepaid, prepaid and, if Term SOFR LIBO Rate Loans are to be prepaidLoans, 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepayment. If Subject to Section 2.05(h), if such notice is given by the BorrowersLead 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 (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the applicable Class of Loans of the Lenders in accordance with their respective Applicable Percentages (except that, so long as after giving effect thereto (and the termination of any Revolving Commitments to terminate on such date) the Total Revolving Exposure would not exceed the Loan Cap, any prepayment of Revolving Loans on the Maturity Date for any Revolving Commitments may be applied solely to prepay Revolving Loans made pursuant to the Revolving Commitments terminating on such date) and, in respect the case of FILO Loans, shall be applied to scheduled amortization payments thereof (including at final maturity) as directed by the relevant FacilityLead Borrower.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at any time or Borrower from time to time may voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 the Loans in whole or in part without premium part. In the event of either mandatory prepayment or penalty; provided that voluntary prepayment hereunder (i) such notice must any prepayment of a Facility shall be in a form acceptable applied against outstanding Loans of each Lender under that Facility pro rata according to Administrative Agent and each Lender’s Percentage of that Facility, (ii) each prepayment of the Loans shall be received by made to the Administrative Agent not later than 11:00 a.m. (A) two (2) 2:00 p.m. on a Business Days (or such lesser number of days as may Day, and funds received after that hour shall be agreed deemed to have been received by the Administrative AgentAgent on the next following Business Day, (iii) prior to any date of each partial prepayment of Term SOFR Loans which, at the time of such prepayment, bear interest at a LIBO Rate Loans and (B) shall be accompanied by accrued interest on such partial prepayment through the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; and additional compensation calculated in accordance with Section 2.20, (iiiv) any each partial prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans with respect to a Facility which, at the time of such prepayment, bear interest at a LIBO Rate, shall be in an aggregate amount equal to the principal applicable minimum Loan amount specified in Section 2.4 for such Facility and, after application of any such prepayment, shall not result in a LIBO Loan remaining outstanding in an amount less than such minimum Loan amount, (v) each partial prepayment of Loans with respect to a Facility which, at the time of such prepayment, bear interest at a Floating Rate, shall be in an aggregate amount equal to $2,000,000 250,000 or a whole higher integral multiple of $500,000 50,000, unless (in excess thereof; either case) the aggregate outstanding balance of all Loans under the Facility being prepaid is less than such minimum Loan amount, in which event any such prepayment may be in such lesser amount, (vi) unless notified by the Borrower in writing to the contrary, the Administrative Agent shall apply all partial prepayments first, to Term B Advances, second, to Term A Advances and third, to Revolving Advances, and (iiivii) any each partial prepayment of Base Rate Loans shall be in 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, 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment Facility shall be applied to the Loans principal installments becoming due under that Term Facility in inverse order of the Lenders in accordance with their respective Applicable Percentages maturities. Unless otherwise provided in respect this Agreement or the other Loan Documents, prepayments from the Borrower of principal within any Facility above shall be applied first to the relevant Facilityprincipal of Floating Rate Loans and then to the principal of LIBO Loans (and, among such LIBO Loans, first to those with the earliest expiring Interest Periods).

Prepayments. (a) The Borrowers Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day's notice to Administrative Agent in the case of the Base Rate Loans, and at least three (3) Banking Days' notice to Administrative Agent in the case of LIBOR Loans, prepay the Ratable Loans, in whole or in part, provided that (1) any partial prepayment under this Section shall be in integral multiples of One Million Dollars ($1,000,000); and (2) each prepayment under this Section shall include, at Administrative Agent's option, at any time all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Borrower shall have the right to prepay Bid Rate Loans only if so provided in the Bid Rate Loan Request, and otherwise with the consent of the Bank or the Designated Lender that funded the Bid Rate Loan that Borrower desires to prepay. Borrower may, from time to time voluntarily on any Banking Day so long as prior notice is given to Administrative Agent and Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which Borrower intends to make such prepayment, prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 any Swingline Loans in whole or in part without premium or penalty; provided that in amounts aggregating at least One Hundred Thousand Dollars (i) such notice must be $100,000), and in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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 the principal amount of $2,000,000 or a whole an integral multiple of One Hundred Thousand Dollars ($500,000 in excess thereof; and 100,000) (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the principal amount to be prepaid together with accrued interest thereon to 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 by initiating a wire transfer 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 the Borrowers, the Borrowers shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant Swingline Loans no later than 1:00 P.M. (New York City time) on such day and Borrower shall deliver a federal reference number evidencing such wire transfer to Section 3.05. Subject to Section 2.16, each Administrative Agent as soon as available thereafter on such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityday.

Prepayments. Subject to the limitation noted below, any Borrower may prepay its Revolving Credit Loans upon at least one (a1) The Borrowers may, upon Business Day's notice to Agent in the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit case of Chase Manhattan Bank Rate Loans, Term A-1 Loans or Term A-2 Loans and at least three (3) Business Day's notice to Agent in the case of Libor Rate Loans, in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable with accrued interest to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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, 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, PROVIDED that (a) each partial prepayment shall be in the case of a Libor Rate Loan, in a principal amount of not less than One Million Dollars ($1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000); and (b) Libor Rate Loans prepaid on any Term SOFR Business Day other than the last day of the Libor Rate LoansPeriod applicable for such Loan shall require such Borrower to pay the Libor Rate Prepayment Premiums. In the event that the Borrowers shall cause the Revolving Credit Facility to be cancelled and FiberMark or any Borrower shall obtain an alternative commitment from another lender for financing, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment all Borrowers shall be applied prepay all Revolving Credit Loans in whole with accrued interest to the Loans date of such cancellation and in addition, unless such cancellation is in connection with (i) an offering of senior notes registered under the Securities Exchange Act of 1934, as amended, or (ii) an Asset Acquisition (as defined in the Indenture), the Borrowers shall pay to the Agent, for the ratable account of each Lender, a fee ("Prepayment Fee") in the amount of 1% of the Lenders Revolving Credit Facility. To the extent the outstanding principal amount of all the Revolving Credit Loans taken together exceeds the Borrowing Base, the Borrower shall prepay such Revolving Credit Loans in accordance with their respective Applicable Percentages in respect an amount equal to the excess of the relevant Facilityaggregate outstanding principal amount of Revolving Credit Loans over the then effective Borrowing Base.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Borrower 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 the Loans in whole or in part without premium or penalty; provided that (iA) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (A1) two three (23) 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 Eurocurrency Rate Loans and (B2) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (iiB) any such prepayment of Term SOFR Rate Loans or Daily SOFR Eurocurrency Rate Loans shall be in the a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; thereof (or, if less, the entire principal amount thereof then outstanding) and (iiiC) any prepayment of Base Rate Loans shall be in the 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, prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable 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) Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Percentages Pro Rata Shares. Any prepayment of Loans shall be applied to reduce the subsequent scheduled repayments of such Loans to be made pursuant to Section 2.05 as directed by the Borrower (and absent such direction in respect direct order of the relevant Facilitymaturity).

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent (which notice, in the case of a termination of the full amount of the Facility and prepayment of all Loans in connection therewith, may state that it is conditioned on the Borrower receiving proceeds of other financing, in which case such notice may be revoked by the Borrower (by providing notice to the Administrative Agent) if such financing is not received by the Borrower on or prior to the proposed termination date of the Facility and prepayment of all Loans in connection therewith), 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 (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A1) two (2) three 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 (B2) on the date of prepayment of Daily Simple SOFR Rate Loans or Base Rate Loans; (iiB) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the a principal amount of $2,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iiiC) any prepayment of Daily Simple SOFR Loans or Base Rate Loans shall be in the a principal amount of $500,000 300,000 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.19, each such prepayment shall be applied paid to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility.

Prepayments. (a) The Borrowers Borrower 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 (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) 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 Eurocurrency 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 Eurocurrency Rate Loans shall be in the a principal amount of $2,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect 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 relevant FacilityLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) The Borrowers Borrower 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 (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. 2:00 p.m. (A) two (2) three 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 the a principal amount of $2,000,000 10,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, prepaid and, if Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers Each Borrower 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 (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) 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, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (BC) 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 Alternative Currency Loans shall be in the a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, amount and amount currency of such prepayment and the Type(s) of Loans to be prepaid, and, 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 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 the Borrowersa Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.052.18. Subject to Section 2.162.21, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at any time or Borrower from time to time may voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 the Loans in whole or in part without premium part. In the event of either mandatory prepayment or penalty; provided that voluntary prepayment hereunder, (i) such notice must any prepayment of a Facility shall be in a form acceptable applied against outstanding Loans of each Lender under that Facility pro rata according to Administrative Agent and each Lender’s Percentage of that Facility; (ii) each prepayment of the Loans shall be received by made to the Administrative Agent not later than 11:00 a.m. (A) two (2) 2:00 p.m. on a Business Days (or such lesser number of days as may Day, and funds received after that hour shall be agreed deemed to have been received by the Administrative AgentAgent on the next following Business Day; (iii) prior to any date of each prepayment of Term SOFR a Fixed Rate Loans Loan shall be made upon not less than three Business Days notice to the Administrative Agent and (B) shall be accompanied by accrued interest on such prepayment through the date of prepayment of Daily SOFR Rate Loans or Base Rate Loansand additional compensation calculated in accordance with Section 2.21; (iiiv) any each prepayment of Term SOFR a Fixed Rate Loans or Daily SOFR Rate Loans Loan shall be in an aggregate amount equal to the principal applicable minimum Loan amount specified in Section 2.5 for LIBOR Loans and the applicable minimum Loan amount specified in Section 2.6 for Quoted Rate Loans and, after application of $2,000,000 or any such prepayment, shall not result in a whole multiple of $500,000 Fixed Rate Loan remaining outstanding in excess thereofan amount less than such minimum Loan amount; and (iiiv) any each partial prepayment of Base Rate Loans shall be in the principal an aggregate amount of equal to $500,000 1,000,000 or a whole higher integral multiple of $100,000 1,000,000, unless (in excess thereof oreither case) the aggregate outstanding balance of all Loans under the Facility being prepaid is less than such minimum Loan amount, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of which event any such prepayment and the Type(s) of Loans to may 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 the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on lesser amount. Unless otherwise provided in this Agreement or the date specified therein (which date may be conditioned upon other Loan Documents, prepayments from the effectiveness Borrower of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of principal within any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment Facility above shall be applied first to the principal of Base Rate Loans and Quoted Rate Loan, on a pro rata basis, and then to the principal of LIBOR Loans (and, among such LIBOR Loans, first to those with the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityearliest expiring Interest Periods).

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at any time or Borrower from time to time may voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 the Loans in whole or in part without premium or penalty; part, provided that (i) such notice must any prepayment of a Facility shall be in a form acceptable applied against outstanding Loans of each Lender under that Facility pro rata according to Administrative Agent and each Lender’s Percentage of that Facility, (ii) each prepayment of the Loans shall be received by made to the Administrative Agent not later than 11:00 a.m. (A) two (2) 12:00 noon on a Business Days (or such lesser number of days as may Day, and funds received after that hour shall be agreed deemed to have been received by the Administrative AgentAgent on the next following Business Day, (iii) prior to any date of each partial prepayment of Term SOFR Rate Loans and (B) any LIBOR Loan shall be accompanied by accrued interest on such partial prepayment through the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; and additional compensation (iiif any) any calculated in accordance with Section 2.18, (iv) each partial prepayment of Term SOFR Rate LIBOR Loans or Daily SOFR shall be in an aggregate amount equal to the applicable minimum Loan amount specified in Section 2.4 for the applicable Facility and, after application of any such prepayment, shall not result in a LIBOR Loan remaining outstanding in an amount less than such minimum Loan amount, (v) each partial prepayment of Floating Rate Loans shall be in an aggregate amount equal to (A) $1,000,000 or (B) the principal amount sum of $2,000,000 or a whole 1,000,000 and an integral multiple of $500,000 500,000, unless (in excess thereof; either case) the aggregate outstanding balance of all Loans under the Facility being prepaid is less than such minimum Loan amount, in which event any such prepayment may be in such lesser amount, (vi) unless notified by the Borrower in writing to the contrary, the Administrative Agent shall apply all partial prepayments first, to Revolving Advances and second, to Term Advances, and (iiivii) any each partial prepayment of Base Rate Loans shall be in 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, 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment Facility shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility.remaining principal installments due thereunder on a pro

Prepayments. (a) The Borrowers mayEach Borrower shall have the right to prepay any of its Borrowings, upon notice to the Administrative Agentwithout premium or penalty, 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 at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) such Borrower shall give the Administrative Agent written notice (or penalty; provided that telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of SOFR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by such Borrower no later than (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 case of any Revolving Credit Loan, 10:00 a.m. (ANew York time) two three (23) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any the date of such prepayment of Term SOFR Rate Loans and (Bii) in the case of any Swingline Loan, no later than 10:00 a.m. (New York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Revolving Credit Loans shall be in the an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $2,000,000 or 5,000,000; provided that no partial prepayment SOFR Loans made pursuant to a whole multiple of $500,000 in excess thereofsingle Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for SOFR Loans; and (iiic) any each partial prepayment of Base Rate Swingline Loans shall be in the principal an amount that is a multiple of $500,000 100,000 or a whole multiple of $100,000 in excess thereof orthereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by such Borrower with the applicable provisions of Section 2.11; provided further that at such Borrower’s election in connection with any prepayment pursuant to this Section 5.1, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. 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 the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case Borrowing of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment Revolving Credit Loans shall be applied ratably to the Revolving Credit Loans included in the prepaid Borrowing. In the event and on such occasion that the Revolving Credit Exposure with respect to any Borrower exceeds such Borrower’s Sublimit, the applicable Borrower shall prepay the applicable Loans and the applicable Letter of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityCredit Exposure.

Prepayments. (a) 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 (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) two three (23) 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 Eurodollar 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 Eurodollar Rate Loans shall be in the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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, 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative AgentAgents, at any time or from time to time time, voluntarily prepay Revolving Credit Loans, the Committed Loans and the Term A-1 Loans or Term A-2 Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to Administrative Agent the Agents and be received by the Administrative Agent Agents not later than 11:00 a.m. (Ax) two 1:00 p.m. three (23) 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 LIBOR Rate Loans and (By) 11:00 a.m. on the any date of prepayment of Daily SOFR Base Rate Loans or Base Canadian Prime Rate LoansLoans (and otherwise, one Business Days’ notice shall be required for any such prepayment); (iiB) any such prepayment of Term SOFR Rate Loans or Daily SOFR LIBOR Rate Loans shall be in the a principal amount of $2,000,000 the U.S. Dollar Equivalent of U.S.$5,000,000 or a whole multiple of $500,000 the U.S. Dollar Equivalent of U.S.$1,000,000 in excess thereof; and (iiiC) any prepayment of Base Rate Loans shall be in the a principal amount of $500,000 U.S.$1,000,000 or a whole multiple of $100,000 U.S.$500,000 in excess thereof; and (D) any prepayment of Canadian Prime Rate Loans shall be in a principal amount of C$1,000,000 or a whole multiple of C$500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (w) the date and amount and currency of such prepayment and prepayment, (x) whether the Loan to be prepaid is a Term Loan or a Committed Loan (or other Borrowing, if applicable), (y) the Type(s) of Loans to be prepaid, and, prepaid and (z) if Term SOFR LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent Agents will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepaymentPercentage). If such notice is given by the Borrowersgiven, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided, that any such notice may be state that such notice is conditioned upon the effectiveness of other credit facilities facilities, debt issuances or incurrences, equity issuances or the occurrence of any other transactions identifiable transaction, in which case such notice may be revoked by the Borrower (by notice to the Agents on or prior to the specified therein)effective date) if such condition is not satisfied. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.19, each such prepayment of the Term Loan shall be applied to the Loans of Term Loan and shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityTerm Loan. Subject to Section 2.19, each such prepayment of the Committed Loan of any Class shall be applied to the Committed Loans outstanding in such Class on a pro rata basis among the applicable Lenders of such Class in accordance with their Applicable Percentages of the Committed Loans of such Class. The Borrower shall not be permitted to prepay any Bankers’ Acceptance or BA Equivalent Notes at any time; provided that the Borrower may Cash Collateralize any Bankers’ Acceptance or BA Equivalent Notes by depositing the full face amount of such Bankers’ Acceptance and/or BA Equivalent Notes for application to such Bankers’ Acceptance or BA Equivalent Notes, as the case may be, on the applicable Contract Maturity Date.

Prepayments. (a) The Borrowers Borrower from time to time may, upon three (3) Business Days’ 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 the Loans in whole or in part without premium part. In the event of either mandatory prepayment or penalty; provided that voluntary prepayment hereunder (i) such notice must any prepayment of a Facility shall be in a form acceptable applied against outstanding Loans of each Lender under that Facility pro rata according to Administrative Agent and each Lender’s Percentage of that Facility; (ii) each prepayment of the Loans shall be received by made to the Administrative Agent not later than 11:00 a.m. (A) two (2) 2:00 p.m. on a Business Days (or such lesser number of days as may Day, and funds received after that hour shall be agreed deemed to have been received by the Administrative AgentAgent on the next following Business Day; (iii) prior to any date of each partial prepayment of Term SOFR a LIBOR Loan or MetLife Fixed Rate Loans and (B) Loan shall be accompanied by accrued interest on such partial prepayment through the date of prepayment of Daily SOFR Rate Loans or Base Rate Loansand additional compensation calculated in accordance with Section 2.19; (iiiv) any each partial prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans a LIBOR Loan shall be in an aggregate amount equal to the principal applicable minimum Loan amount specified in Section 2.8 and, after application of $2,000,000 or any such prepayment, shall not result in a whole multiple of $500,000 LIBOR Loan remaining outstanding in excess thereofan amount less than such minimum Loan amount; and (iiiv) any each partial prepayment of Base Rate Loans shall be in the principal an aggregate amount of equal to $500,000 100,000 or a whole higher integral multiple of $100,000 100,000, unless (in excess thereof oreither case) the aggregate outstanding balance of all Loans under the Facility being prepaid is less than such minimum Loan amount, in each case, if lesswhich event any such prepayment may be in such lesser amount; (vi) unless notified by the Borrower in writing to the contrary, the entire principal amount thereof then outstanding. Each such notice Administrative Agent shall specify the date and amount of such prepayment and the Type(s) of Loans apply all partial prepayments first, to be prepaidRevolving Term Advances, and, if second, to Term SOFR Rate Loans are A Advances and Term B Advances, which prepayments shall be applied fifty percent to be prepaidTerm A Advances and fifty percent to Term B Advances; and (vii) unless notified by the Borrower in writing to the contrary, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and partial prepayment 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Revolving Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment Facility shall be applied to the Loans remaining commitment reductions due thereunder in the inverse order of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilitymaturities.

Prepayments. (a) The Borrowers Each Borrower 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 Committed Loans in whole or in part without premium or penalty; provided 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) 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, (B) three Business Days prior to any date of prepayment of Alternative Currency Loans and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Committed Loans; , (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Alternative Currency Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; thereof (or, if such prepayment is in an Alternative Currency, an approximately equivalent amount in the relevant currency, as agreed by the Company and Administrative Agent) and (iii) any prepayment of Base Rate Committed Loans shall be in the 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, prepaid and, if Term SOFR Loans or Euro Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the Borrowersa Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers Borrower may, upon notice from the Borrower to the Lead Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to Administrative Agent and be received by the Lead Administrative Agent not later than 11:00 a.m. (A) 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, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) on the date of prepayment of Daily SOFR Base Rate Committed Loans or Base Rate Loansin each case, such later time as the Lead Administrative Agent may agree in its reasonable discretion; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans shall be in the 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, prepaid and, if Term SOFR Loans and/or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Lead Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided, that such notice may be conditioned upon on the effectiveness occurrence or non-occurrence of other credit facilities any event; provided further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or other transactions specified therein)expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to make such prepayment. Any prepayment of a Term SOFR Loan and/or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers Without prepayment premium or penalty (other than any applicable Prepayment Premium) but subject to Section 3.05, Borrower may, upon same Banking Day’s notice to Administrative Agent in the case of the Base Rate Loans, and at least three (3) Banking Days’ notice to Administrative Agent in the case of LIBOR Loans, which notice shall have been received not later than 11:00 a.m. (New York time) on such applicable date, prepay in whole or in part the Ratable Loans or any of the Term Loans; provided, that (1) any partial prepayment under the foregoing shall be in integral multiples of One Million Dollars ($1,000,000) and (2) each prepayment under the foregoing shall include, at Administrative Agent’s option, at any time all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Borrower shall have the right to prepay Bid Rate Loans only if so provided in the Bid Rate Loan Request, and otherwise with the consent of the Ratable Loan Bank or the Designated Lender that funded the Bid Rate Loan that Borrower desires to prepay. Borrower may, from time to time voluntarily on any Banking Day so long as prior notice is given to Administrative Agent and Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which Borrower intends to make such prepayment, prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 any Swingline Loans in whole or in part without premium or penalty; provided that in amounts aggregating at least One Hundred Thousand Dollars (i) such notice must be $100,000), and in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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 the principal amount of $2,000,000 or a whole an integral multiple of One Hundred Thousand Dollars ($500,000 in excess thereof; and 100,000) (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the principal amount to be prepaid together with accrued interest thereon to 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 by initiating a wire transfer 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 the Borrowers, the Borrowers shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant Swingline Loans no later than 1:00 P.M. (New York City time) on such day and Borrower shall deliver a federal reference number evidencing such wire transfer to Section 3.05. Subject to Section 2.16, each Administrative Agent as soon as available thereafter on such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityday.

Prepayments. (a) The Borrowers Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Committed Loans in whole or in part without premium or penalty; provided 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) 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 denominated in Dollars, (B) three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Committed Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Alternative Currency Loans shall be in the a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in the 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, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid, and, and if Alternative Currency Term Rate Loans or Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and subject to Section 3.05, any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersCompany, the Borrowers applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate LoansLoan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers mayExcept as may otherwise be expressly provided in this Note and the other Loan Documents, upon Borrower may not make any prepayment of the Loan except as follows: (i) Borrower must give Lender at least 30 days’ prior written notice of the proposed prepayment; and (ii) the prepayment must be accompanied by payment to Lender of the following: (A) any and all costs, fees, and other expenses, including late fees, then due and payable with respect to the Administrative AgentObligations; (B) interest on the prepaid principal through the prepayment date (C) (to the extent not prohibited by law) Breakage Costs as liquidated damages for loss of a bargain and not as a penalty, at which Breakage Costs shall be calculated in accordance with the provisions of subsection (b) below; and (D) a Prepayment Fee in the amount described in subsection (c) below, unless the Loan Documents specifically state that, with respect to a particular prepayment, no Prepayment Fee is due. INTEREST ON THE PREPAYMENT AMOUNT MUST BE PAID THROUGH THE PREPAYMENT DATE. Any prepayment shall be without prejudice to Borrower’s obligations under any time swap agreement (as defined in 11 U.S.C. § 101), which shall remain in full force and effect subject to the terms of such swap agreement (including provisions that may require a reduction, modification or from time to time voluntarily prepay Revolving Credit Loansearly termination of a swap transaction, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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) 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 part, in the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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, 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) event of such prepayment. If , and may require Borrower to pay any fees or other amounts for such notice is given by the Borrowersreduction, the Borrowers shall make modification or early termination), and no such prepayment and the payment amount specified in such notice fees or amounts shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities deemed a penalty hereunder or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityotherwise.

Prepayments. (a) The Borrowers may, upon notice to Borrower shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Credit Loansany Borrowing, Term A-1 Loans or Term A-2 Loans in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent case of prepayment of any Eurodollar Borrowing, 12:00 noon not later less than 11:00 a.m. three (A) two (23) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Term SOFR Rate Loans such prepayment, and (Biii) in the case of Swingline Borrowings, prior to 12:00 noon 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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 outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans each Borrowing or portion thereof to be prepaid, and, if Term SOFR Rate Loans are to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of any such prepayment. If such notice is given by the Borrowersgiven, the Borrowers shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all designated in such notice, together with accrued interest to such date on the amount so prepaid; provided, together withthat if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, in the case of any Term SOFR Rate Loans, any additional Borrower shall also pay all amounts required pursuant to Section 3.052.19. Subject to Section 2.16Each partial prepayment of any Revolving Loan (other than a Swingline Loan) shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000, and each such partial prepayment of any Swingline Loan shall be in a minimum amount of $100,000 and integral multiples of $50,000. Each prepayment of a Borrowing shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilitycomprising such Borrowing.

Prepayments. (a) The Borrowers Borrower 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 Committed Loans in whole or in part without premium or penalty; provided 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) two (2) three 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, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) on the date of prepayment of Daily SOFR Base Rate Loans or Base Term SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Loans or Term SOFR Daily Floating Rate Loans shall be in the 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, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s 's Applicable Percentage in respect of the relevant Facility) of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan and any Alternative Currency Term Rate LoansLoan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, Borrower may at any time or and from time to time voluntarily prepay Revolving Credit Loansall or any portion of the outstanding principal balance of the Loan; provided, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided that however, that, upon any such prepayment, Borrower shall pay to Lender a prepayment fee (the "Prepayment Fee") equal to the discounted present value of the excess, if any, of (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) 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) interest that would have accrued on the prepaid amount from the prepayment date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; to the Maturity Date under the Note, over (ii) any prepayment the interest that would accrue on such amount over such period using a per annum interest rate equal to one and forty one-hundredths percent (1.40%) plus the then prevailing yield (as published in The Wall Street Journal) on United States Treasury Notes having a time to maturity closest to the remaining term of Term SOFR Rate Loans or Daily SOFR Rate Loans the Loan, as determined by Lender; provided further, however, that in no event shall the Prepayment Fee be in the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and less than twenty-five one hundredths percent (iii0.25%) any prepayment of Base Rate Loans shall be in 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, 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, prepaid in the case of any Term SOFR Rate Loansprepayment made prior to the second anniversary of the Closing Date. In no event shall Lender be obligated to make any payment or refund to Borrower, nor shall Borrower be entitled to any additional amounts required setoff or other claim against Lender, should the Prepayment Fee be less than zero. In addition to the foregoing voluntary prepayments of principal under the Note, the Prepayment Fee shall also be due and owing in the case of any involuntary prepayment of principal under the Note as a consequence of acceleration under the Note, application of proceeds of foreclosure upon any Collateral, or otherwise. Notwithstanding the foregoing, the Prepayment Fee shall not be due in connection with any prepayment effected with insurance or condemnation proceeds pursuant to Section 3.05. Subject Lender's election to Section 2.16, each require that such prepayment shall proceeds be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityso applied.

Prepayments. (a) The Borrowers US Borrower may, upon notice delivery of a Notice of Loan Prepayment from the US Borrower 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 Committed Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Committed Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans shall be in the 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 date, currency and amount of such prepayment prepayment, if such Loan is Committed Loan A-1 or Committed Loan A-2 and the Type(s) of Committed Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each US A-1 Lender or US A-2 Lender, as applicable, of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such US Lender’s Applicable Percentage in respect of the relevant Facility) of such prepayment. If such notice is given by the BorrowersUS Borrower, the Borrowers US Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the US Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers may, upon notice shall have no right to the Administrative Agent, at prepay any time or from time to time voluntarily prepay principal amount of any Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans Loan other than as provided in whole or in part subsection (b) below. (b) Each Borrower may without premium or penalty, 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 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 Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided provided, however, 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) two (2) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any date of each partial 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 the an aggregate principal amount of not less than $2,000,000 1 million or a whole an integral multiple of $500,000 in excess thereof; thereof (or the Foreign Currency Equivalent of such respective amounts in the case of Loans denominated in an Alternate Currency) and (iiiii) if any prepayment of Base any Eurocurrency Rate Loans shall be in made on a date which is not the principal amount last day of an Interest Period for such Loans, such Borrower shall also pay any amounts owing to each Lender pursuant to Section 9.04(c) so long as such Lender makes written demand upon such Borrower therefor (with a copy of such demand to the Administrative Agent) within twenty (20) Business Days after such prepayment. (c) If, as of the final Business Day of each weekly period starting from the first complete calendar week after the First Amendment Effective Date (for the avoidance of doubt, with the first such final Business Day being May 15, 2020) until the Covenant Conversion Date, (i) the Total Outstandings exceeds $500,000 or a whole multiple of 50,000,000 and (ii) the Consolidated Cash Balance exceeds $100,000 in excess thereof or50,000,000, in each case, if lessas of the end of such applicable Business Day, then Livent shall, on the entire next Business Day thereafter, prepay the Loans in an aggregate principal amount thereof then outstandingequal to such excess. 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 the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilitySECTION 2.09.

Prepayments. (a) The Borrowers Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative Agent (such notice in a form reasonably acceptable to the Administrative Agent), at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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 10:00 a.m. (A) 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 the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate LoansLoan, any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.04(a) shall be applied to the principal repayment installments thereof, and subject to Section 2.16, each such prepayment shall be applied paid to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilityFacilities.

Prepayments. (a) 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 Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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) two three (23) Business Days (or such lesser number of days shorter period as may be agreed to by the Administrative AgentAgent shall agree) prior to any date of prepayment of Term SOFR Rate Loans, (B) four (4) Business Days (or five (5) Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Alternative Currency Loans and (BC) on the date of prepayment of Base Rate Loans and Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the a minimum principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of CAD Term Loans shall be in a minimum amount of CAD $1,000,000 or a whole multiple of CAD $500,000 in excess thereof, (iv) any prepayment of Alternative Currency Loans (other than CAD Term Loans) shall be in a minimum principal amount the Dollar Equivalent of which is $500,000 or a whole multiple of $100,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Loans or Daily SOFR Loans shall be in the 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) ), Tranche and currency of Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable 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 the BorrowersParent 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 (which date therein; provided, however, that a notice of voluntary prepayment may be state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities facilities, the receipt of the proceeds from the issuance of Equity Interests or other transactions specified therein)Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Parent Borrower if such condition is not satisfied. Any prepayment of a any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, 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 Percentages in respect of the relevant Facilityapplicable Loans.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, VOLUNTARY PREPAYMENTS; REDUCTIONS IN REVOLVING LOAN COMMITMENTS. Borrower may at any time or from time on at least 3 days' prior written notice 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 Agent (i) voluntarily prepay all or part of the Term Loan and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment; PROVIDED that (A) any such notice must prepayments or reductions shall be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the principal minimum amount of $500,000 or a whole multiple and integral multiples 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 amount, (B) the Type(s) of Loans Revolving Loan Commitment shall not be reduced to be prepaid, and, if Term SOFR Rate Loans are to be prepaid, an amount less than the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and greater of the amount of the Revolving Loan outstanding or $30,000,000; and (C) after giving effect to such Lender’s ratable portion of reductions, Borrower shall comply with SECTION 1.3(b)(i). In addition, Borrower may at any time on at least 10 days' prior written notice to Agent terminate the Revolving Loan Commitment, PROVIDED, that upon such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment termination all Loans and the payment amount specified in such notice other Obligations shall be immediately due and payable on the date specified therein (which date may in full and all Letter of Credit Obligations shall be conditioned upon the effectiveness of other credit facilities cash collateralized or other transactions specified therein)otherwise satisfied in accordance with ANNEX B hereto. Any such voluntary prepayment and any reduction or termination of a the Revolving Loan shall Commitment must be accompanied by all accrued interest the payment of any applicable LIBOR funding breakage costs in accordance with SECTION 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on the amount prepaidits behalf, together withor request Swing Line Advances, in shall simultaneously be permanently reduced or terminated, as the case may be. Each notice of any Term SOFR Rate Loans, any additional amounts required pursuant partial prepayment shall designate the Loan or other Obligations to Section 3.05. Subject to Section 2.16, each which such prepayment is to be applied; PROVIDED, that any partial prepayments of the Term Loan made by Borrower shall be applied to prepay the Loans scheduled installments of the Lenders Term Loan in accordance with their respective Applicable Percentages in respect inverse order of the relevant Facilitymaturity.

Prepayments. (ai) The Borrowers may, upon irrevocable notice (unless the notice is conditioned on a refinancing, a Change of Control or asset sale transaction or other transaction of a similar nature, in which case such notice may be revoked on or prior to such date, in the event such transaction is not consummated on or prior to such date) from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Committed Loans in whole or in part without premium or penalty; provided 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) two (2) three 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 LIBO 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 LIBO Rate Loans shall be in the a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, prepaid and, if Term SOFR LIBO Rate Loans are to be prepaidLoans, 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 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 the BorrowersLead 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 (unless the notice is conditioned on a refinancing, a Change of Control or asset sale transaction or other transaction of a similar nature, in which date case such notice may be conditioned upon revoked on or prior to such date, in the effectiveness of other credit facilities event such transaction is not consummated on or other transactions specified thereinprior to such date). Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each III.E. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers Borrower 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 (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. (Ax) two (2) in the case of Revolving Credit Loans, 1:00 P.M. three Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any date of prepayment or (y) in the case of Term SOFR Rate Loans and (B) Swing Line Loans, 9:30 A.M. on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loansprepayment; and (ii) any prepayment (x) of Term SOFR Rate Loans or Daily SOFR Rate Revolving Credit Loans shall be in the a minimum principal amount of $2,000,000 the Borrowing Minimum or a whole multiple of $500,000 the Borrowing Multiple in excess thereof; thereof or, if less, the entire principal amount thereof then outstanding and (iiiy) any prepayment of Base Rate Swing Line Loans shall be in the a minimum principal amount of $500,000 the Borrowing Minimum or a whole multiple of $100,000 the Borrowing Multiple 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 applicable 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) Facility Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility.,

Prepayments. (a) The Borrowers may, upon notice Borrower shall have the right to the Administrative Agent, at prepay any time Borrowing or from time to time voluntarily prepay Revolving Credit Swingline Loans, Term A-1 Loans without premium or Term A-2 Loans penalty, in whole or in part without premium at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or penalty; provided that telephonic notice promptly confirmed in writing) (i) with respect to Revolving Credit Loans, of its intent to make 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) 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lessprepayment, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and (in the Type(scase of LIBOR Loans) of Loans the specific Borrowing(s) to be prepaid, and, if Term SOFR Rate Loans are which notice shall be given by the Borrower no later than 10:00 a.m. (New York time) three Business Days prior 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 date of such prepayment (based on such Lender’s Applicable Percentage in respect and shall promptly be transmitted by the Administrative Agent to each of the relevant FacilityLenders and (ii) with respect to Swingline Loans, in accordance with Section 2.15 hereof; (b) each partial prepayment of Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such prepayment. If such notice is given Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the BorrowersBorrower with the applicable provisions of Section 2.11; provided, further, that at the Borrowers shall make Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment and the payment amount specified in such notice shall not be due and payable on the date specified therein (which date may be conditioned upon the effectiveness applied to any Revolving Credit Loan of other credit facilities or other transactions specified therein)a Defaulting Lender. Any Each prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment Borrowing shall be applied ratably to the Revolving Credit Loans of included in the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityprepaid Borrowing.

Prepayments. (a) The Borrowers a)The Borrower 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 Committed Loans in whole or in part without premium or penalty; provided 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) 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 Loans, (B) four Business Days prior to any date of prepayment of Alternative Currency Loans, and (BC) 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 Alternative Currency Loans shall be in the a principal amount of the Dollar Equivalent of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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 52 the date date, amount and amount currency of such prepayment and the Type(s) of Committed Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided that any such notice may be state that it is conditioned upon the effectiveness incurrence of other credit facilities indebtedness or other transactions specified therein)the receipt of proceeds from another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. Any prepayment of a any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.19(a), each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. The Company may not prepay the principal of this Note without the prior written consent of the Payee, which may be given or withheld in the Payee's sole discretion. Default and Acceleration. Each of the following shall be an "event of default" under this Note: (a1) The Borrowers mayif default occurs in the payment of principal or interest under this Note or in the payment of any other indebtedness or obligation that the Company now or in the future owes to Payee, upon as and when it shall be or become due and payable; (2) if default occurs in the performance of any other obligation to Payee under this Note, the Purchase Agreement (as defined below), the Stock Purchase Agreement dated March 5, 2003, the Stock Purchase Agreement dated August 17, 2006, or any other agreement that has been or in the future is entered into between the Company and Payee, in each case as may be amended from time to time, or if there occurs any other event of default under the Purchase Agreement or any such other agreement; (3) if any warranty or representation that the Company has made to Payee in any agreement, or if any financial statement or other document given to Payee in connection with the transactions contemplated by the Purchase Agreement, shall have been false in any material respect; (4) if the Company dissolves, becomes insolvent, or makes an assignment for the benefit of creditors; (5) if the Company defaults in the payment of any other material indebtedness or performance of material obligations owed to any other party or entity; or (6) a Change of Control of the Company. Upon the occurrence of any event of default, all or any part of the indebtedness evidenced by this Note and all or any part of all other indebtedness and obligations that the Company then owes to Payee shall, at the option of Payee, become immediately due and payable without notice to the Administrative Agentor demand. If a voluntary or involuntary case in bankruptcy, receivership or insolvency shall at any time be begun by or from time to time voluntarily prepay Revolving Credit Loansagainst the Company or if any levy, Term A-1 Loans writ of attachment, garnishment, execution or Term A-2 Loans in whole similar process shall be issued against or in placed upon any property of the Company, then all such indebtedness shall automatically become immediately due and payable. All or any part without premium of the indebtedness evidenced by this Note also may become, or penalty; provided 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) two (2) Business Days (or such lesser number of days as may be agreed declared 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orbe, 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 the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable on under the date specified therein (which date may be conditioned terms and conditions contained in the Purchase Agreement or other agreement that has been or in the future is entered into between the Company and Payee upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied terms and to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityextent provided therein.

Prepayments. Borrower can voluntarily prepay, upon five (5) Business Days’ prior written notice to Agent, the Term Loan in full, but not in part. Upon the date of (a) The Borrowers mayany voluntary prepayment of the Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of the Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise), upon notice Borrower shall pay to the Administrative Agent, at any time or from time for the ratable benefit of the Lenders, a sum equal 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 (i) such notice must be in a form acceptable all outstanding principal plus accrued interest with respect to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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; Loan, plus (ii) any the Final Payment Fee (as such term is defined in Section 2.7(c)) for the Term Loan, and plus (iii) a prepayment premium (as yield maintenance for the loss of Term SOFR Rate Loans a bargain and not as a penalty) equal to: (i) 4% of the prepayment amount, if such prepayment is made on or Daily SOFR Rate Loans shall be in before the principal amount one year anniversary of $2,000,000 the Closing Date, (ii) 2% of the prepayment amount, if such prepayment is made after the one year anniversary of the Closing Date but on or a whole multiple before the two year anniversary of $500,000 in excess thereof; the Closing Date, and (iii) any 1% of the prepayment amount, if such prepayment is made after the two year anniversary of Base Rate Loans the Closing Date but before the Term Loan Maturity Date. Notwithstanding the foregoing, Borrower shall not be required to pay a prepayment premium solely in the principal amount instance where (x) the Agent in its discretion in accordance with Section 6.4 has applied insurance proceeds against the Obligations prior to the occurrence of $500,000 a Default or a whole multiple Event of $100,000 in excess thereof orDefault; provided, in each case, if lessthat, the entire principal amount thereof then outstanding. Each such notice prepayment premium exclusion in this sentence shall specify not apply to any application of insurance proceeds (regardless of whether a Default or Event of Default has occurred or is continuing) if Borrower has not reinvested insurance proceeds as permitted and in accordance with Section 6.4 within the date and amount of such prepayment and Reinvestment Period (as defined in Section 6.4), or (y) the Type(soutstanding Obligations are paid in full either (A) of Loans to be prepaid, and, if Term SOFR Rate Loans are to be prepaid, at the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and request of the amount Agent and/or Required Lenders solely as a result of such Lender’s ratable portion an Event 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required Default pursuant to Section 3.05. Subject 8.1(k)(iii) or (B) at the election of the Borrower after requesting in writing a consent and/or waiver to an Event of Default pursuant to Section 2.16, each 8.1(k)(iii) (so long as such prepayment shall request is based upon a bona fide request or action by Kovner (as defined below) to purchase Stock in excess of what is permitted pursuant to Section 8.1(k)(iii)) which Agent and/or the Required Lenders have indicated in writing will not be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilitygranted.

Prepayments. (a) The Borrowers 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 Credit Loans, Term A-1 Loans or Term A-2 Committed Loans in whole or in part without premium or penalty; provided 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) 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, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Committed Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Alternative Currency Loans shall be in the a principal amount of the Dollar Equivalent of $2,000,000 10,000,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in the 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, 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 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers 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 Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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. 12:00 noon (Ax) one Business Day prior to any date of prepayment of Daily SOFR Loans denominated in Dollars, (y) two (2) Business Days (or such lesser number five, in the case of days as may be agreed to by the Administrative Agentprepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term SOFR Rate any Alternative Currency Loans and (Bz) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term Daily SOFR Rate Loans or Daily SOFR Rate Alternative Currency Loans shall be in the a principal amount of the Dollar Equivalent of $2,000,000 500,000 or a whole multiple of the Dollar Equivalent of $500,000 100,000 in excess thereof; thereof (other than any such prepayment which is funded solely with proceeds from the repayment of a Revolving Asset) and (iii) any prepayment of Base Rate Loans shall be in the a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (other than any such prepayment which is funded solely with proceeds from the repayment of a Revolving Asset) or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid, and, if Term SOFR 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect 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 relevant FacilityLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans, Loans and/or Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided that provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) such notice must be in the form of a form acceptable to Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two three (23) 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 Loans, (B) four (4) Business Days prior to the date of prepayment of any Daily Simple RFR Loan or any Term RFR Loan denominated in Alternative Currencies and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; , (ii) any prepayment of Daily Simple RFR Loans shall be in a Dollar Equivalent principal amount of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof, (iii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the a Dollar Equivalent principal amount of $2,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; , and (iiiiv) any prepayment of Base Rate Loans shall be in the 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, 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 noticeNotice of Loan Prepayment, 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 a Notice of Loan Prepayment is given by the BorrowersBorrower, the Borrowers 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 (which date therein; provided, that, a Notice of Loan Prepayment delivered by the Borrower may be state that such notice is conditioned upon the effectiveness of other credit facilities transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transactions prior to the specified therein)effective date) if such condition is not satisfied. Any prepayment of a Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Except as provided in Section 3.03 and subject to Section 2.20, if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied, after giving effect to the allocations in the preceding sentence, first to Loans (including Swing Line Loans) to which the Base Rate Option applies, then to other Loans denominated in Dollars, then to Loans subject to the Term RFR Option denominated in an Alternative Currency, then to Loans subject to Daily Simple RFR denominated in an Alternative Currency. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments of the Term Loan as directed by the Borrower (or, in the absence of direction by the Borrower, such prepayment of Term Loans shall be applied to the principal repayment installments of the Term Loans in direct order of maturity). Subject to Section 2.16, each such prepayment shall be applied to the Committed Revolving Loans or Term Loans, as applicable, of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers mayBorrower shall have the right to prepay any Borrowing, upon notice to the Administrative Agentwithout premium or penalty, 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 at any time and from time to time. Such prepayment of Revolving Credit Loans shall be subject to the following conditions: (ia) such notice must be in a form acceptable to Administrative Agent and be received by the Borrower shall give the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days written notice (or telephonic notice promptly confirmed in writing) of its intent to make 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lessprepayment, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and (in the Type(scase of LIBOR Loans) of Loans the specific Borrowing(s) to be prepaid, and, if Term SOFR Rate Loans are which notice shall be given by the Borrower no later than 10:00 a.m. (New York time) three Business Days prior 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 date of such prepayment (based on such Lender’s Applicable Percentage in respect and shall promptly be transmitted by the Administrative Agent to each of the relevant FacilityLenders; (b) each partial prepayment shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such prepayment. If such notice is given Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans; and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an LIBOR Period applicable thereto shall be subject to compliance by the BorrowersBorrower with the applicable provisions of Section 2.11; provided further that at the Borrower's election in connection with any prepayment pursuant to this Section 5.1, the Borrowers shall make such prepayment and the payment amount specified in such notice shall not be due and payable on the date specified therein (which date may be conditioned upon the effectiveness applied to any Revolving Credit Loan of other credit facilities or other transactions specified therein)a Defaulting Lender. Any Each prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment Borrowing shall be applied ratably to the Revolving Credit Loans of included in the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityprepaid Borrowing.

Prepayments. (a) The Borrowers Company 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 Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (noon) (A) two (2) three 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 the a principal amount of $2,000,000 25,000,000 or a whole multiple of $500,000 5,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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; and (iv) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed 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 the BorrowersCompany, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon therein, subject to the effectiveness occurrence of other credit facilities or other transactions any condition(s) specified therein). Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers Without prepayment premium or penalty (other than any applicable Prepayment Premium) but subject to Section 3.05, Borrower may, upon same Banking Day’s notice to Administrative Agent in the case of the Base Rate Loans, and at least three (3) Banking Days’ notice to Administrative Agent in the case of LIBOR Loans, which notice shall have been received not later than 11:00 a.m. (New York time) on such applicable date, prepay in whole or in part the Ratable Loans or any of the Term Loans; provided, that (1) any partial prepayment under the foregoing shall be in integral multiples of One Million Dollars ($1,000,000) and (2) each prepayment under the foregoing shall include, at Administrative Agent’s option, at any time all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Borrower shall have the right to prepay Bid Rate Loans only if so provided in the Bid Rate LoanQuote Request, and otherwise with the consent of the Ratable Loan Bank or the Designated Lender that funded the Bid Rate Loan that Borrower desires to prepay. Borrower may, from time to time voluntarily on any Banking Day so long as prior notice is given to Administrative Agent and Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which Borrower intends to make such prepayment, prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 any Swingline Loans in whole or in part without premium or penalty; provided that in amounts aggregating at least One Hundred Thousand Dollars (i) such notice must be $100,000), and in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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 the principal amount of $2,000,000 or a whole an integral multiple of One Hundred Thousand Dollars ($500,000 in excess thereof; and 100,000) (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the principal amount to be prepaid together with accrued interest thereon to 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 by initiating a wire transfer 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 the Borrowers, the Borrowers shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant Swingline Loans no later than 1:00 P.M. (New York City time) on such day and Borrower shall deliver a federal reference number evidencing such wire transfer to Section 3.05. Subject to Section 2.16, each Administrative Agent as soon as available thereafter on such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilityday.

Prepayments. (a) The Voluntary Reduction of the Revolving Loan Commitment and Voluntary Prepayment of Term Loan. U.S. Borrowers may, upon notice to the Administrative Agent, may at any time or from time on at least five (5) days’ prior written notice to time Agent voluntarily prepay Revolving Credit Loans, all or part of the Term A-1 Loans or Term A-2 Loans in whole or in part Loan without premium or penaltypenalty subject to the payment of LIBOR Breakage Costs in accordance with Section 1.3(d), if applicable; provided that (iA) any such notice must prepayments shall be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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 the principal minimum amount of $2,000,000 or a whole multiple 1,000,000 and integral multiples of $500,000 in excess thereof; of such amount and (iiiB) any partial prepayments of the Term Loan shall be applied to prepay the scheduled installments of the Term Loan in stated order of maturity. In addition, at any time, or at least five (5) days’ prior written notice by Borrower Representative to Agent, Borrowers may permanently reduce the Revolving Loan Commitment without premium or penalty subject to the payment of LIBOR Breakage Costs in accordance with Section 1.3(d), if applicable; provided, however, that (A) any such prepayment of Base Rate Loans shall be in the principal minimum amount of $500,000 or a whole multiple 5,000,000 and integral multiples of $100,000 1,000,000 in excess thereof or, of such amount and (B) the Revolving Loan Commitment may not be permanently reduced to less than the outstanding balance of the Revolving Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). Any reduction of the Revolving Loan Commitment shall not result in each case, if lessa pro rata or any other reduction of the Canadian Sub-Limit, the entire principal amount thereof then outstanding. Each such notice shall specify L/C Sublimit or the date and amount Swing Line Commitment unless so designated by Borrower Representative; provided that any reduction of such prepayment and the Type(s) of Loans to be prepaid, and, if Term SOFR Rate Loans are to be prepaidRevolving Loan Commitment below the Canadian Sub-Limit, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of L/C Sublimit or the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage Swing Line Commitment then in respect of effect shall reduce the relevant Facility) of such prepayment. If such notice is given by the BorrowersCanadian Sub-Limit, the L/C Sublimit or the Swing Line Commitment, as applicable, by a like amount. In addition, Borrowers shall make may, at any time terminate the Revolving Loan Commitment on at least ten (10) Business Days’ prior written notice to Agents, which termination may be revoked or deferred by Borrowers; provided, that upon such prepayment and the payment amount specified in such notice termination, all Revolving Loans shall be immediately due and payable on the date specified therein (which date may be conditioned upon the effectiveness in full and all Letter of other credit facilities or other transactions specified therein). Any prepayment of a Loan Credit Obligations shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders cash collateralized or otherwise satisfied in accordance with their respective Applicable Percentages this Agreement. Any reduction in respect of the relevant FacilityRevolving Loan Commitment shall be made on pro rata basis among the Lenders based on each Lender’s Revolving Loan Commitment. Any reduction in the Revolving Loan Commitment shall be made on a pro rata basis among the Lenders based on each Lender’s Pro Rata Share.

Prepayments. (a) The Borrowers A Borrower may, upon notice delivery of a Notice of Loan Prepayment, to the Administrative Agent, at any time or from time to time time, voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Committed Loans in whole or in part without premium or penalty; provided 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. 12:00 noon, (A) 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, (B) four (4) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (BC) on the date of prepayment of Daily SOFR Base Rate Committed Loans or Base Term SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Term SOFR Daily SOFR Floating Rate Loans shall be in the a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid, prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such LenderXxxxxx’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) Pro Rata Share of such prepayment. If such notice is given by the Borrowersa Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided, that, such notice may be state that it is conditioned upon the effectiveness of other credit facilities or consummation of any other transactions transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent at least one (1) Business Day prior to the specified therein)effective date) if such condition is not satisfied. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the applicable Committed Loans of the applicable Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPro Rata Shares.

Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower 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 Committed Loans in whole or in part without premium or penalty; provided 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) two three U.S. Government Securities 11:00 a.m. (2New York time) on the Benchmark Rate Business Day that is three (3) Benchmark Rate Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any date ofthe prepayment in the case of a prepayment of Term SOFR Rate Loans and and, (B) 11:00 a.m. (London time) on the Benchmark Rate Business Day that is three (3) Benchmark Rate Business Days prior to the prepayment in the case of a prepayment of Interbank Offered Rate Loans or Daily Resetting Interbank Offered Rate Loans, (C) 11:00 a.m. (London time) on the Benchmark Rate Business Day that is five (5) Benchmark Rate Business Days prior to the prepayment date in the case of a prepayment of Daily Simple RFR Loans or (D) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR SOFRTerm Rate Loans or Daily SOFR Rate Simple RFR Loans shall be in the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, prepaid and, if Term SOFR SOFRTerm Rate 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 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 the BorrowersLead 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 (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a SOFRTerm Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Immediately upon receipt (whether at or subsequent to such disposition or sale) by any Loan Party of cash proceeds from any asset (whether owned by such Loan Party or by a Subsidiary of the Parent) disposition (excluding proceeds of asset dispositions permitted by Section 7.9(a) or permitted to be reinvested in Equipment pursuant to clause (i) of the second sentence of Section 7.9) or from any sale of the stock or other equity interests of the Borrowers may, upon notice or any Subsidiary of the Parent (other than to the Administrative AgentParent or any Subsidiary of the Parent), at any time whether in one or from time more transactions, the Borrowers shall jointly and severally prepay the Obligations in an amount equal to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans one hundred percent (100%) of the Net Cash Proceeds of such disposition or Term A-2 Loans sale if such disposition or sale is of assets other than stock or other equity interests and in whole an amount equal to fifty percent (50%) of the Net Cash Proceeds of such disposition or in part without premium sale if such disposition or penaltysale is of stock or other equity interests; provided that (i) any such notice must prepayment shall not be in required until the Loan Parties have received Net Cash Proceeds aggregating at least $1,000,000. As used herein, "Net Cash Proceeds" of a form acceptable to Administrative Agent and be received by disposition or sale means the Administrative Agent not later than 11:00 a.m. gross cash proceeds of such disposition or sale minus the sum, without duplication, of (A) two commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by any Loan Party in connection therewith (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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lesspaid to non-Affiliates), the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s(B) of Loans transfer taxes, (C) amounts required to be prepaidpaid to holders of Liens on the assets (other than the Collateral) sold or disposed of (to the extent such Liens constitute Permitted Liens hereunder) in connection with such disposition or sale, and, if Term SOFR Rate Loans are (D) direct costs incurred to be prepaid, the Interest Period(s) of repair or improve such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeasset in connection with, and of the amount of necessary for, such Lender’s ratable portion of such prepayment disposition, and (based on such Lender’s Applicable Percentage E) an appropriate reserve for income taxes in respect of the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified accordance with GAAP in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein)connection therewith. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilitySection 3.3(b).

Prepayments. The Borrower (aon its own behalf or on behalf of the applicable Co-Borrower(s)) The Borrowers or the applicable Co-Borrower may, upon written notice to the Administrative Agent, at any time or from time to time (A) voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Base Rate Loans in whole or in part without premium or penalty, (B) voluntarily prepay Daily SOFR Rate Loans in whole or in part without premium or penalty and (C) voluntarily prepay Term SOFR Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that (i1) such notice must be in a form reasonably acceptable to the Administrative Agent (which, subject to Section 3.05, may be conditioned upon closing of another transaction or the occurrence of another event) and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two (2) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any date of prepayment of any Term SOFR Rate Loans, (B) one (1) Business Day prior to any date of prepayment of any Daily SOFR Rate Loans and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii2) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the a minimum principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii3) any prepayment of Base Rate Loans shall be in the 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, prepaid and, if following the date on which any Incremental Term SOFR Rate Facility becomes effective pursuant to the terms of this Agreement, whether the Loans are to be prepaidprepaid are Delayed Draw Term Loans or Incremental Term Loans (or any applicable combination thereof) (and in the absence of any designation in such notice as to which Facility to prepay, the Interest Period(s) of such prepayment amounts shall be applied to Delayed Draw Term Loans). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such LenderXxxxxx’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate LoansLoan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPro Rata Share.

Prepayments. (a) The Borrowers 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 Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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) two (2) one Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) Day prior to any date of prepayment of any Term SOFR Rate Loans Loan and (B) on the date of prepayment of Daily SOFR Rate Loans or any Base Rate LoansLoan; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the a minimum principal amount of $2,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect 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 relevant FacilityLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided that provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) such notice must be in the form of a form acceptable to Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two three (23) 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 the a principal amount of $2,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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, 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 noticeNotice of Loan Prepayment, 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 a Notice of Loan Prepayment is given by the BorrowersBorrower, the Borrowers 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 (which date therein; provided, that, a Notice of Loan Prepayment delivered by the Borrower may be state that such notice is conditioned upon the effectiveness of other credit facilities transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transactions prior to the specified therein)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, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPercentages.

Prepayments. (a) The Borrowers Borrower 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 (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) two three (23) U.S. Government Securities 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 the a principal amount of Three Million Dollars ($2,000,000 3,000,000) or a whole multiple of One Million Dollars ($500,000 1,000,000) in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the a principal amount of Five Hundred Thousand Dollars ($500,000 500,000) or a whole multiple of One Hundred Thousand Dollars ($100,000 100,000) 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 the relevant Facility) of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages Percentages. For clarification, such notice of prepayment may be in respect of any such form as may be approved by the relevant FacilityAdministrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at Borrower may prepay any time or from time to time voluntarily prepay Revolving Credit Loans, Borrowing of Term A-1 SOFR Loans or Term A-2 Base Rate Loans without premium or penalty and in whole or in part without premium or penalty; provided that (but, if in part, then (i) in an amount not less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) upon irrevocable notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. in the form of Exhibit E-3 (a “Paydown Notice”) (A) two in the case of any Borrowing of Term SOFR Loans, no later than 2:00 p.m. (2New York time) on the date that is three (3) 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 such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, such prepayment to be made by the payment of Daily SOFR Rate Loans the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or Base Rate premium, all outstanding Swing Line Loans; , or any portion of the outstanding Swing Line Loans, upon delivery of a Paydown Notice to the Administrative Agent and the Swing Line Bank by 2:00 p.m. (iiNew York time) any prepayment on the date of repayment. In the case of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the principal amount of $2,000,000 or Loans, any amounts owing under Section 2.11 hereof as a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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 result of such prepayment and the Type(s) of Loans to shall be prepaid, and, if Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of paid contemporaneously with such Loansprepayment. The Administrative Agent will promptly notify advise each Lender Bank of its receipt of each such notice, and of the amount of such Lender’s ratable portion of any such prepayment (based on such Lender’s Applicable Percentage in respect of notice it receives from the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein)Borrower. Any prepayment of a Loan shall be accompanied by all accrued interest on amount paid or prepaid before the amount prepaidTermination Date may, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied subject to the Loans terms and conditions of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilitythis Agreement, be borrowed, repaid and borrowed again.

Prepayments. (a) The Borrowers may, upon notice to the Administrative Agent, at Borrower may prepay any time or from time to time voluntarily prepay Revolving Credit Loans, Borrowing of Term A-1 SOFR Loans or Term A-2 Base Rate Loans without premium or penalty and in whole or in part without premium or penalty; provided that (but, if in part, then (i) in an amount not less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) upon irrevocable notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. in the form ofExhibit E-3 (a “Paydown Notice”) (A) two in the case of any Borrowing of Term SOFR Loans, no later than 2:00 p.m. (2New York time) on the date that is three (3) 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 such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, such prepayment to be made by the payment of Daily SOFR Rate Loans the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or Base Rate premium, all outstanding Swing Line Loans; , or any portion of the outstanding Swing Line Loans, upon delivery of a Paydown Notice to the Administrative Agent and the Swing Line Bank by 2:00 p.m. (iiNew York time) any prepayment on the date of repayment. In the case of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the principal amount of $2,000,000 or Loans, any amounts owing under Section 2.11 hereof as a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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 result of such prepayment and the Type(s) of Loans to shall be prepaid, and, if Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of paid contemporaneously with such Loansprepayment. The Administrative Agent will promptly notify advise each Lender Bank of its receipt of each such notice, and of the amount of such Lender’s ratable portion of any such prepayment (based on such Lender’s Applicable Percentage in respect of notice it receives from the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein)Borrower. Any prepayment of a Loan shall be accompanied by all accrued interest on amount paid or prepaid before the amount prepaidTermination Date may, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied subject to the Loans terms and conditions of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facilitythis Agreement, be borrowed, repaid and borrowed again.

Prepayments. (a) The Borrowers mayBorrower shall have no right to prepay the outstanding principal balance due on the New Hancock Loan, upon notice except (i) for the prepayments of principal that xxx Xxrrower is required to make under Sections 4.24 or 4.27 of this Credit Agreement (each a "Mandatory Prepayment"), or (ii) as otherwise set forth expressly in this subsection (a). The privilege is reserved to the Administrative AgentBorrower to prepay voluntarily the entire unpaid principal balance owed to the Lender, at any time or from time to time voluntarily prepay Revolving Credit Loansto make partial prepayments of such principal of not less than (and in increments of) One Hundred Thousand Dollars ($100,000) in such principal amount as is specified in the Prepayment Commitment Notice; provided, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided however, that (i) such notice any prepayment of principal must be in a form acceptable to Administrative Agent accompanied by payment of the Make Whole Amount and be received by all accrued but unpaid interest on such principal prepayment (such interest and the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days (or such lesser number of days as may be agreed to by Make Whole Amount, collectively, along with the Administrative Agent) prior to any date of prepayment of Term SOFR Rate Loans and (B) on principal amount being prepaid, "the date of prepayment of Daily SOFR Rate Loans or Base Rate LoansPrepayment Amount"); (ii) Borrower shall have given written notice to the Lender of the Borrower's commitment to make any such prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in the principal amount of $2,000,000 or ("Prepayment Commitment Notice") on a whole multiple of $500,000 in excess thereofdate specified therein ("Prepayment Date") not less than fifteen (15) days prior to such Prepayment Date; and (iii) any prepayment of Base Rate Loans Borrower shall be in pay the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, Prepayment Amount on the Prepayment Date specified 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 the relevant Facility) of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPrepayment Commitment Notice.

Prepayments. (a) The Borrowers Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon same Business Day’s 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 (i) such notice must be in a form acceptable to Administrative Agent in the case of Base Rate Loans and be received by the Daily SOFR Loans, and at least three (3) Business Days’ notice to Administrative Agent in the case of Term SOFR Loans, in the form of a Notice of Loan Prepayment, which Notice of Loan Prepayment shall have been received not later than 11:00 a.m. (A) 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 (BNew York time) on such applicable date, prepay in whole or in part the date of prepayment of Daily SOFR Rate Loans or Base Rate Revolving Credit Loans; provided, that (ii1) any partial prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans under the foregoing shall be in the a principal amount at least equal to One Million Dollars ($1,000,000) and in integral multiples of One Hundred Thousand Dollars ($2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii100,000) any prepayment of Base Rate Loans shall be in 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 outstandingoutstanding and (2) each prepayment under the foregoing shall include, at Administrative Agent’s option, all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. 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 Bank of its receipt of each such notice, and of the amount of such LenderBank’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided, however, any prepayment notice may be conditioned upon the effectiveness consummation of other credit facilities any financing or other transactions acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein). Any , such prepayment of a Loan shall notice may be accompanied by all accrued interest on revoked or the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05effective date specified therein may be delayed. Subject to Section 2.1612.20, each such prepayment shall be applied to the Loans of the Lenders Banks in accordance with their respective Applicable Percentages in respect of the relevant FacilityPro Rata Shares.

Prepayments. (a) The Borrowers Borrower may, upon at least five (5) Business Days' notice to the Administrative AgentBank, at any time or from time to time voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans the Note in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable with accrued interest to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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, 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaidprepaid without penalty or premium (but subject to payment of break-funding costs, together withif any, of the Bank in the case of a prepayment on a day other than the last day of an Interest Period), provided, that each partial prepayment shall be in a principal amount of not less than Fifty Thousand Dollars ($50,000.00) and the Borrower pays to the Bank any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05and all other fees and charges then due hereunder and under the other Loan Documents in connection with such prepayment. Subject to Section 2.16, each such prepayment All partial prepayments shall be applied to principal in the Loans inverse order of maturity. Without limiting the foregoing, if the Note is prepaid on any day other than the last day of an Interest Period applicable thereto, the Borrower shall also pay to the Bank any loss or expense that the Bank may sustain or incur as a consequence of (i) a default by the Borrower in making any prepayment of the Lenders Note after the Borrower has given a notice thereof to the Bank in accordance with their respective Applicable Percentages in respect the provision of this Agreement or (ii) the making of any prepayment (irrespective of the relevant Facilitytiming of any notice) on a day that is not the last day of an Interest Period with respect thereto. Any such loss and/or expense shall include any amount equal to the excess, if any, of (a) the amount of interest that would have accrued on the amount so prepaid for a period from the date of such prepayment to the last day of such Interest Period at the applicable rate of interest for such Note, excluding the applicable LIBOR Margin, over (b) the amount of interest (as reasonably determined by the Bank) that would have accrued to the Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. A statement as to any amount payable pursuant to this Section 2.04 submitted to the Borrower by the Bank shall be conclusive in the absence of manifest error. This provision shall survive the payment in full of the Note.

Prepayments. (a) The Borrowers A Borrower may, upon notice delivery of a Notice of Loan Prepayment, to the Administrative Agent, at any time or from time to time time, voluntarily prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Committed Loans in whole or in part without premium or penalty; provided 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. 12:00 noon, (A) two three (23) Business Days prior to any date of prepayment of Eurocurrency Rate Loans, (B) four (4) Business Days (or such lesser number five, in the case of days as may be agreed to by the Administrative Agentprepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term SOFR Rate Loans Alternative Currency Loans, and (BC) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Committed Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Eurocurrency Rate Loans shall be in the a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (v) any prepayment of the Term A-1 Loan shall be applied ratably to the remaining principal amortization payments. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Committed Loans to be prepaid, prepaid and, if Eurocurrency Rate Loans or Alternative Currency Term SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable 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) Pro Rata Share of such prepayment. If such notice is given by the Borrowersa Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date therein; provided, that, such notice may be state that it is conditioned upon the effectiveness of other credit facilities or consummation of any other transactions transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent at least one (1) Business Day prior to the specified therein)effective date) if such condition is not satisfied. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the applicable Committed Loans of the applicable Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilityPro Rata Shares.

Prepayments. Except as expressly provided in this Agreement, all prepayments of principal made by Company pursuant to Section 4.4(c) and Section 4.4(d) shall be applied (ai) The Borrowers may(1) if no Event of Default exists, upon notice as directed by the applicable Borrower under any Term Facility to any or all of the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans, remaining Scheduled Term A-1 Loans or Repayments of such Term A-2 Loans Facility (in whole or the amounts and in part without premium or penaltythe order of maturity designated by such Borrower; provided that (i) if no 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) two (2) Business Days (or order is designated, 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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, 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 the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment prepayments shall be applied to the Loans remaining Scheduled Term Prepayments in direct order of maturity); and (2) if an Event of Default exists, first subject to the immediately succeeding sentence, to the payment of the Lenders in accordance unpaid principal amount of such Term Loan (with their respective Applicable Percentages in respect the applicable Term Percentage of such repayment to be applied as a repayment of each of the relevant FacilityTerm Facilities) and second to the payment of the then outstanding balance of the Revolving Loans under each Revolving Facility and the Cash Collateralization of LC Obligations under each Revolving Facility (in each case with the applicable Revolving Percentage of such repayment or Cash Collateralization to be applied towards each of the Revolving Facilities); (ii) within each of the foregoing Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and SOFR Loans and (iii) with respect to Eurocurrency Loans and SOFR Loans, in such order as such Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). Except as expressly provided in this Agreement, each prepayment of Term Loans made pursuant to Section 4.5(a)(i)(2) shall be allocated within each Term Loan to reduce the remaining Scheduled Term Repayments in direct order of maturity. If any prepayment of EurocurrencySOFR Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans. All prepayments shall include payment of accrued and unpaid interest on the principal amount so prepaid, shall be applied to the payment of interest before application to principal and shall include amounts payable, if any, under Section 3.5. No payments made pursuant to Sections 4.3, 4.4 or 4.5 by any Person that is a Foreign Subsidiary shall be allocated to the repayment of a Borrowing that was directly incurred by the Company or a Borrower that is a Domestic Subsidiary or otherwise reduce the obligations of any such Borrower.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans, Term A-1 Loans or Term A-2 Loans in whole or in part without premium or penalty; provided 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) two (2) three 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 Eurocurrency 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 Eurocurrency Rate Loans shall be in the a principal amount of $2,000,000 1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in the 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 be irrevocable and specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid, prepaid and, if Term SOFR Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness therein. All repayments of other credit facilities or other transactions specified therein). Any prepayment of a Loan outstanding Loans pursuant to this Section 2.03(a) shall be accompanied by all accrued interest allocated pro rata based on the amount prepaid, together with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans Revolving Credit Exposure of the respective Lenders in accordance with their respective Applicable Percentages in respect on the date of the relevant Facility.repayment. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Loans, which refinancing will not be consummated or will otherwise be delayed. (b) If the Administrative Agent or the Calculation Agent notifies the Borrower at any time that a Borrowing Base Deficiency exists at such time (the date of such notice, the “Borrowing Base Deficiency Notice Date”), then the Borrower shall (i) give notice to the Administrative Agent and Lenders of its intent to cure any Borrowing Base Deficiency by 5:00 p.m. on the Business Day following the delivery of notice via electronic mail to the Borrower of the Borrowing Base Deficiency arose (unless Borrower has actually cured such Borrowing Base Deficiency by such time) and (ii) cure any Borrowing Base Deficiency by 5:00 p.m. on the fourth Business Day after the Borrowing Base Deficiency Notice Date by either (A) repaying outstanding Loans, selling Collateral Assets and depositing the proceeds of such sale into the Collateral Account or transferring additional Eligible Collateral Assets, Cash or Cash Equivalents to the Collateral 25

Prepayments. (a) The Borrowers mayAt any time after the first anniversary of the Closing Date, upon notice to the Administrative Agent, Borrower shall have the right at any time or and from time to time voluntarily to prepay Revolving Credit Loansany Borrowing, Term A-1 Loans or Term A-2 Loans in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (ANew York time) two not less than three (23) Business Days (or such lesser number of days as may be agreed to by the Administrative Agent) prior to any date such prepayment, and (ii) in the case of any prepayment of Term SOFR any Base Rate Loans and (B) on Borrowing, not less than one Business Day prior to 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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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 outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans each Borrowing or portion thereof to be prepaid, and, if Term SOFR Rate Loans are to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility) of any such prepayment. If such notice is given by the Borrowersgiven, the Borrowers shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of a Loan shall be accompanied by all designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.10(c); provided, together withthat if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, in the case of any Term SOFR Rate Loans, any additional Borrower shall also pay all amounts required pursuant to Section 3.052.16. Subject Each partial prepayment of any Loan shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type pursuant to Section 2.16, each such 2.3. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. Notwithstanding anything set forth herein to the contrary, the outstanding principal amount of all Loans shall remain outstanding for a period of at least one (1) year from the Lenders in accordance with their respective Applicable Percentages in respect Borrowing of the relevant Facilitysuch Loans.

Prepayments. (a) The Borrowers Borrower may, upon notice to the Administrative AgentAgent not later than 10:00 A.M. at least three Business Days prior to any prepayment of Term Benchmark Advances or on the date of any prepayment of Base Rate Advances, at any time or from time to time voluntarily in each case stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, the Borrower shall, prepay Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans the outstanding principal amounts of the Advances made as part of the same Borrowing in whole or ratably in part without premium or penaltypart, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that (i) such notice must each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 or a form acceptable to Administrative Agent and be received by higher integral multiple of $1,000,000 in the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days (or such lesser number case of days as may be agreed to by the Administrative Agent) prior to any date of prepayment of Term SOFR Benchmark Advances and $5,000,000 or a higher integral multiple of $1,000,000 in the case of any prepayment of Base Rate Loans Advances and (Bii) in the case of any such prepayment of a Term Benchmark Advance, the Borrower shall be obligated to reimburse the Lenders pursuant to Section 8.04(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 the principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in 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, 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 (b) In the event that the Borrower actually receives any Net Cash Proceeds arising from any Equity Issuance or Debt Issuance, then the Borrower shall prepay the Advances in an amount equal to 100% of such notice is given Net Cash Proceeds not later than one Business Day following the receipt by the BorrowersBorrower of such Net Cash Proceeds. The Borrower shall promptly (and not later than the date of receipt thereof) notify the Agent of the receipt by the Borrower of such Net Cash Proceeds from any Equity Issuance or Debt Issuance, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on accompanied by a reasonably detailed calculation of the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein)Net Cash Proceeds. Any Each prepayment of a Loan Advances shall be applied ratably and shall be accompanied by all accrued interest and fees on the amount prepaidprepaid to the date fixed for prepayment, together withplus, in the case of any Term SOFR Rate LoansBenchmark Advance, any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied due to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility.under Section 8.04(b). SECTION 2.11