Common use of Prepayments Clause in Contracts

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayments. (a) Each Borrower The Borrowers 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 and 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 Loans, Rate Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Daily SOFR Rate Loans or Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a the principal amount of $1,000,000 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 2,000,000 or a whole multiple of the Dollar Equivalent $500,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount 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 CompanyBorrowers, the applicable Borrower 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 any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Rate Loans, any additional amounts required pursuant to Section 3.05. 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 2.172.16, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility.

Prepayments. (a) Each The Borrower may, upon notice from shall have the Company to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Credit Loans and Term Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (ior telephonic notice promptly confirmed in writing) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not no later than 11:00 a.m. (Ai) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currenciesany Eurodollar Borrowing, 11:00 a.m. (New York time) not less than three (3) Business Days 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 Alternative Currency Loanssuch prepayment, and (Ciii) in the case of Swingline Borrowings, prior to 11:00 a.m. (New York time) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount and currency of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Term SOFR Loans each Borrowing or Alternative Currency Term Rate Loans are portion thereof 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 any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companygiven, the applicable Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any 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 with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.17. 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 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each Loans comprising such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesBorrowing.

Prepayments. Except as expressly provided in this Agreement, all prepayments of principal made by the Borrower pursuant to Sections 4.4(c) and (ad) Each Borrower mayshall be applied (i) first, upon notice from the Company to the Administrative Agentpayment of the unpaid principal amount of the Term Loans (with, at any time or from time except as provided in the next succeeding sentence, the Term Percentage for each Term Facility of such repayment to time voluntarily prepay be applied as a repayment of Term Loans of such Term Facility), second, to 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 Credit Loans (and the Revolving Commitments shall be permanently reduced by the amount of the required prepayment not applied to the Term Loans), and fourth, to the cash collateralization of LC Obligations; (ii) within each of the foregoing Loans, first to the payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and (iii) 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 Term Loans made pursuant to Section 4.4(c) and (d) shall be allocated first to the Term Loans based on the aggregate principal amount of the Scheduled Term Repayments due within the twelve month period following the date of such prepayment in direct order of maturity, and, thereafter, shall be allocated second to the Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable proportional amounts equal to the Administrative Agent and received by Term Percentage for each Term Facility (in each case, after giving effect to the Administrative Agent not later than 11:00 a.m. 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 any, and, within each Term Loan, shall be applied to reduce the remaining Scheduled Term Repayments on a pro rata basis (A) two Business Days prior to based upon the then remaining principal amount of such Scheduled Term Repayments). If any date of prepayment of Term SOFR Eurocurrency 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, (B) four Business Days (or five, in the case of prepayment Loans denominated in Dollars, or into Loans with one month Interest Periods, in the case of Loans denominated in Special Notice Currencies) prior to any date an Alternative Currency. All prepayments shall include payment of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the principal amount so prepaid, together 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 payment of interest before application to principal repayment installments thereof and shall include amounts payable, if any, under Section 3.5. All payments received in inverse order of maturity. Subject Dollars which are required to Section 2.17, each such prepayment be applied in Euros and/or Sterling shall be paid 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 each of the relevant Facilitiessuch prepayment.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, Benchmark Loans or (B) four five U.S. Government Securities 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, RFR Loans and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Benchmark Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of 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 thereof; and (iv) any prepayment of Base Rate Loans or RFR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. For the avoidance of doubt, any such conditional notice that does not result in a prepayment on the proposed prepayment date set forth in such notice shall be subject to the provisions of Section 3.05. Any prepayment of any a Term Benchmark Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.172.16, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from the Company 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 Committed Loans and Term 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 the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 the Dollar Equivalent of $500,000 in excess thereof; and (iviii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and 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 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)applicable Facility of such prepayment. If such notice is given by the CompanyXxxxxxxxx, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.172.18, each such prepayment shall be paid applied to the Committed Loans of the Lenders under a Facility in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiessuch Facility.

Prepayments. (a) Each 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, upon notice from the Company to the Administrative Agentprovided 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 Debt 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 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 and Term Loans the Debt in whole or in part on any Business Day without payment of any prepayment premium or penalty; provided that penalty (i) such notice must be in a form acceptable including, without limitation, any Yield Maintenance Premium). Notwithstanding anything to the Administrative Agent contrary herein, Borrower shall have the right to make a prepayment in part in accordance with the terms and received by the Administrative Agent not later than 11:00 a.m. conditions of this Section 2.7(a) in order to cure a Trigger Period pursuant to clause (AA)(ii) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior definition thereof, but subject to any date of prepayment of Alternative Currency Loans, the terms and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount conditions of the Dollar Equivalent definition of $1,000,000 or a whole multiple Trigger Period and other provisions of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinthis 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 any 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 any additional benefit of Borrower; such amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) prepaid shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17Loan on the next Monthly Payment Date, each with any interest on such prepayment shall be funds paid to the Lenders in accordance with their respective Applicable Percentages in respect Borrower on such date provided no Event of each of the relevant FacilitiesDefault then exists.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Fixed Period Eurodollar Loans, (B) four one Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) Day prior to any date of prepayment of Alternative Currency Loans, Daily Floating Eurodollar Loans and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Fixed Period Eurodollar Loans and Daily Floating Eurodollar Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) Currency Type and Interest Rate Type of Revolving Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companyany Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Fixed Period Eurodollar Loan or a Daily Floating Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Revolving Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans 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 received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, Loans or Alternative Currency Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $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 $1,000,000 500,000 or a whole multiple of the $100,000 in excess thereof (or, in each case, Dollar Equivalent thereof); and (iviii) 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 and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.172.12, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each 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 FacilitiesLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or fivefive 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, and (CD) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans, SOFR Daily Floating Rate Loans or Alternative Currency Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, may at any time or and from time to time voluntarily prepay Revolving Credit Loans and Term Loans 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 the Administrative Agent and 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 a.m., London time), not less than three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or fivethereto, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Eurocurrency Loans, and (C) no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid andprepaid; provided that, if Term SOFR 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 or Alternative Currency Term Rate 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)thereof. If any such notice is given by the Companygiven, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of any Loan shall be accompanied by all Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid, together with any additional . 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 required pursuant to Section 3.05determined by the Administrative Agent in the case of Alternative Currency). Each In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) shall to be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17repaid, each and such prepayment shall be paid to the appropriate Lenders in accordance with their respective Applicable Percentages in respect 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 an amount equal to 1.00% of the relevant Facilitiesaggregate 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) Each Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day’s notice from to Administrative Agent in the Company 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 and Term 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 in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) 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$100,000), and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 an integral multiple of the Dollar Equivalent thereof; and One Hundred Thousand Dollars (iv$100,000) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the date and principal amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are together with accrued interest thereon to be prepaid, the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and prepayment 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Swingline Loans pursuant to this Section 2.05(ano later than 1:00 P.M. (New York City time) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each on such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesday.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum The principal amount of the Dollar Equivalent of $1,000,000 Indebtedness evidenced by this Note is prepayable in full or a whole multiple of in part at any time, without premium. If (x) the Dollar Equivalent thereof; and Senior Indebtedness or (ivy) any prepayment indebtedness issued in exchange for, or the net proceeds of Base Rate Loans 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 be in a prepay an aggregate principal amount of the Indebtedness equal to the lesser of (a) 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) $500,000 or a whole multiple 10,000,000 and (b) 25% of (i) the lowest amount of Excess Cash (as defined below) available to Borrower as of the last business day of any month in the next twelve (12) month period following such fiscal quarter minus (ii) $100,000 in excess thereof or, in each case, if less, 10,000,000; provided that the entire aggregate principal amount thereof then outstanding. Each such notice shall specify of the date and amount and currency of such prepayment and the Type(s) of Loans Indebtedness 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans repaid pursuant to this Section 2.05(a) 7 at any time shall be applied to determined and approved by the principal repayment installments thereof in inverse order disinterested members of maturity. Subject to Section 2.17Borrower’s board of directors, each such prepayment whose determination shall be paid final and binding. For purposes of this Section 7, “Excess Cash” shall mean the excess cash forecasted to be available to Borrower as of the Lenders in accordance with their respective Applicable Percentages in respect last business day of each month of the relevant Facilitiesrolling twelve month period following each fiscal quarter-end, as set forth in Borrower’s business plan for such period, which business plan shall have been prepared in a manner consistent with past practice.

Prepayments. (a) Each The Borrower may, upon written notice from the Company 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 and Term (or 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 the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two 1:00 p.m. (New York City time) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Eurocurrency Rate Loans and (B) four Business Days 11:00 a.m. (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 (CNew York City time) on the date of prepayment of Base Rate Loans; and (ii) (A) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; of $500,000 in excess thereof and (iiiB) 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 thereof; and (iv) any prepayment of that are Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Class and Type(s) of Loans or L/C Borrowings to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied Notwithstanding anything to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17contrary 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 outstanding Obligations of such Class. Each such payment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesLoans (or Class(es) of Loans) or L/C Borrowings so prepaid so prepaid.

Prepayments. (a) Each Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day’s notice from to Administrative Agent in the Company 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 and Term 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 in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) 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$100,000), and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 an integral multiple of the Dollar Equivalent thereof; and One Hundred Thousand Dollars (iv$100,000) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the date and principal amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are together with accrued interest thereon to be prepaid, the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and prepayment 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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. 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 2.17, each Administrative Agent as soon as available thereafter on such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesday.

Prepayments. (a) Each 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 from the Company to the Administrative Australian Sub-Agent, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans and Term 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 the Administrative Agent and 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 Business Days prior to any date of prepayment of Term SOFR LoansRate Loans denominated in US Dollars, (B) four three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term Rate Loans denominated in Alternative Currency Currencies, (C) two Business Days prior to any date of prepayment of XXXXX Loans, and (CD) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Term SOFR Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of $1,000,000 US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Alternative Currency Tranche B Loans denominated in Canadian Dollars shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 CDN$5,000,000 or a whole multiple of the Dollar Equivalent CDN$500,000 in excess thereof; and (iv) any partial prepayment of Base Rate Tranche C Loans shall be in 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 and currency of such prepayment 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 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 of such Lender’s Applicable Percentage in respect of the relevant Facility)Committed Loans. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Each such prepayment of the outstanding Term Committed Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Committed Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Prepayments. (a) Each Borrower The Company may, upon notice from the Company to the Administrative Agent, at any time or and from time to time voluntarily time, prepay Revolving Credit Loans and Term Loans the then outstanding Loans, in whole or in part part, without premium or penalty; , except as provided that (i) such in Section 3.08 hereof, upon written notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or fiveand, in the case of prepayment of Loans denominated a Swingline Loan, the Swingline Lender) (or telephonic notice promptly confirmed in Special Notice Currencieswriting) prior to any date of prepayment of Alternative Currency Loansnot later than 11:00 a.m. New York, and (C) on New York time, three Business Days before the date of prepayment with respect to prepayments of Base Rate Adjusted Libor Loans; (ii) any , or 11:00 a.m. New York, New York time one Business Day before the date of prepayment of Term SOFR Loans shall be in a principal amount of $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 the Dollar Equivalent thereof; and (iv) any prepayment of with respect to Alternate Base Rate Loans (including a Swingline Loan). Each notice 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 irrevocable and shall specify the date and amount of repayment and currency whether such repayment is of the Revolving Credit Loans or the Term Loan and whether such repayment is of Adjusted Libor Loans or Alternate Base Rate Loans or a combination thereof, and if a combination thereof, the amount 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 prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaidnotice, the Interest Period(s) of such Loans. 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)thereof. If such notice is given by the Companyand not revoked, the applicable Borrower 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. Any Each partial prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a3.03 of (x) Alternate Base Rate Loans shall be applied to the in a principal repayment installments amount of $100,000 or whole multiples of $100,000 in excess thereof in inverse order and (y) of maturity. Subject to Section 2.17, each such prepayment Adjusted LIBOR Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages a principal amount of $500,000 or whole multiples of $500,000 in respect of each of the relevant Facilitiesexcess thereof.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. noon (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the one Business Day prior to any date of prepayment of Base Rate Loans; and (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each casecase of the foregoing clauses (ii) through (iv), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, currency and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is to be made from the proceeds of another transaction that will result in the refinancing of all of the Obligations and the termination of this Agreement, then such prepayment may be conditioned upon the closing of such refinancing transaction. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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 2.172.14, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgents, at any time or from time to time time, voluntarily prepay Revolving Credit the Committed Loans and the Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent Agents and be received by the Administrative Agent Agents not later than 11:00 a.m. 1:00 p.m. (Ax) two three (3) Business Days prior to any date of prepayment of Term SOFR Loans, LIBOR Rate Loans and (By) four one (1) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) Day prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans or Canadian Prime Rate Loans; (iiB) any such prepayment of Term SOFR LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the U.S. Dollar Equivalent of $1,000,000 U.S.$5,000,000 or a whole multiple of the U.S. Dollar Equivalent of U.S.$1,000,000 in excess thereof; and (ivC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 U.S.$1,000,000 or a whole multiple of $100,000 U.S.$500,000 in excess thereof; and (D) any prepayment of Canadian Prime Rate Loans shall be in a principal amount of C$1,000,000 or a whole multiple of C$500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (w) the date and amount and currency of such prepayment and prepayment, (x) whether the Loan to be prepaid is a Term Loan or a Committed Loan (or other Borrowing, if applicable), (y) the Type(s) of Loans to be prepaid and, and (z) if Term SOFR Loans or Alternative Currency Term 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 FacilityPercentage). If such notice is given by the Companygiven, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or debt incurrences, in which case such notice may be revoked by the Borrower (by notice to the Agents on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.19, each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) Loan shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment Term Loan and shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesTerm 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) Each Borrower may, upon notice from the Company Subject to the Administrative Agentlimitation noted below, at any time or from time to time voluntarily Borrower may prepay its Revolving Credit Loans upon at least one (1) Business Day's notice to Agent in the case of Chase Manhattan Bank Rate Loans, and Term Loans 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 with accrued interest to the date of such prepayment on the amount prepaid, PROVIDED that (ia) such notice must each partial prepayment shall be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) 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 Loansa Libor Rate Loan, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of not less than One Million Dollars ($1,000,000 1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000); and (b) Libor Rate Loans prepaid on any Business Day other than the last day of the Libor Rate Period 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, all Borrowers shall prepay all Revolving Credit Loans in whole with accrued interest to the 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 whole multiple thereof; fee (iii"Prepayment Fee") any prepayment in the amount of Alternative Currency Loans shall be in a minimum 1% of the Revolving Credit Facility. To the extent the outstanding principal amount of all the Dollar Equivalent of $1,000,000 or a whole multiple Revolving Credit Loans taken together exceeds the Borrowing Base, the Borrower shall prepay such Revolving Credit Loans in an amount equal to the excess of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a aggregate outstanding principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, Revolving Credit Loans over 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 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitieseffective Borrowing Base.

Prepayments. (a) Each The Borrower may, upon notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term the Loans in whole or in part without premium or penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 10:00 a.m. (A1) two three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Eurocurrency Rate Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; of $100,000 in excess thereof (iii) any prepayment of Alternative Currency Loans shall be in a minimum or, if less, the entire principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; thereof then outstanding) and (ivC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each 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 2.172.12, each such prepayment shall be paid 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 each of the relevant Facilitiesmaturity).

Prepayments. (a) Each The Borrower may, upon notice from to the Company 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 and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A1) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C2) on the date of prepayment of Daily Simple SOFR Loans or Base Rate Loans; (iiB) any prepayment of Term SOFR Loans shall be in a principal amount of $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 3,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (ivC) any prepayment of Daily Simple SOFR Loans or Base Rate Loans shall be in 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 and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.172.19, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility.

Prepayments. (a) Each a)The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify 52 the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice may state that it is conditioned upon the incurrence of other indebtedness or the receipt of proceeds from another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. Any prepayment of any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.172.19(a), each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. New York City time (A) two three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four one (1) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) Day prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 U.S.$5.0 million or a whole multiple of the Dollar Equivalent U.S.$1.0 million in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in 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 and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 maturity3.5. Subject to Section 2.172.13, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesorder selected by the Borrower.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (Ax) two in the case of Revolving Credit Loans, 1:00 P.M. three Business Days prior to any date of prepayment of Term SOFR Loans, or (By) 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 Swing Line Loans, and (C) 9:30 A.M. on the date of prepayment of Base Rate Loansprepayment; and (ii) any prepayment (x) of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Revolving Credit Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 Borrowing Minimum or a whole multiple of the Dollar Equivalent thereof; Borrowing Multiple in excess thereof or, if less, the entire principal amount thereof then outstanding and (ivy) any prepayment of Base Rate Swing Line Loans shall be in 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 and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Facility Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.17, each such prepayment shall be paid to the Lenders applied in accordance with their each applicable Lender’s respective Applicable Percentages in respect of each of the relevant FacilitiesFacility Pro Rata Share.

Prepayments. (a) Each Borrower The Company may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (noon) (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 25,000,000 or a whole multiple of the Dollar Equivalent $5,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; 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 and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the applicable Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of any a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.172.16, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The 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 from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of a prepayment of Loans denominated a Eurodollar Rate Advance and one (1) Business Days' prior written notice to the Agent in Special Notice Currencies) prior to any date the case of a prepayment of Alternative Currency Loans, and (C) on the date of prepayment of a Base Rate Loans; Advance, in each case stating the proposed date (ii) any prepayment of Term SOFR Loans which shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iiiBusiness Day) any prepayment of Alternative Currency Loans shall be in a minimum and aggregate principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such 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). If if such notice is given by the CompanyBorrower shall, prepay the applicable Borrower shall make such prepayment and outstanding principal amounts of the payment amount specified Advances comprising part of the same Borrowing in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaidwhole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of a Borrowing comprised of Base Rate Advances (as opposed to any additional amounts required 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, (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 such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 3.058.04(b). Each voluntary prepayment of principal following the outstanding Term Loans pursuant Revolving Credit Termination Date shall reduce each subsequent installment of principal due under Section 2.05 by an amount equal to this the principal amount of such voluntary prepayment divided by the number of regular quarterly payments remaining due on the Notes under Section 2.05(a) 2.05. Notwithstanding the foregoing, any prepayment of principal following the Revolving Credit Termination Date resulting from a Borrowing Base Deficiency shall be applied to the installments of principal repayment installments thereof in inverse order of their maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (Ax) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies(1) prior to any a Term Benchmark Borrowing, not later than 11:00 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 before the date of Alternative Currency Loansprepayment or (y) in the case of prepayment of a Base Rate Borrowing, and (C) not later than 11:00 a.m., New York City time, on the date of prepayment of Base Rate Loansprepayment; (ii) any prepayment of Term SOFR Benchmark Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or RFR Loans shall be in a principal amount of $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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.172.16, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time may voluntarily prepay Revolving Credit Loans and Term 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 each Lender’s Percentage of that Facility, (ii) each prepayment of the Administrative Agent and received by Loans shall be made to the Administrative Agent not later than 11:00 a.m. (A) two 2:00 p.m. on a Business Days prior Day, and funds received after that hour shall be deemed to any date of prepayment of Term SOFR Loanshave been received by the Administrative Agent on the next following Business Day, (Biii) four Business Days (or five, in the case of each partial prepayment of Loans denominated in Special Notice Currencies) prior to any date which, at the time of such prepayment, bear interest at a LIBO Rate shall be accompanied by accrued interest on such partial prepayment of Alternative Currency Loans, and (C) on through the date of prepayment of Base Rate Loans; and additional compensation calculated in accordance with Section 2.20, (iiiv) any each partial prepayment of Term SOFR 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 applicable minimum Loan amount specified in Section 2.4 for such Facility and, after application of any such prepayment, shall not result in a principal LIBO Loan remaining outstanding in an amount of $1,000,000 or a whole multiple thereof; less than such minimum Loan amount, (iiiv) any each partial prepayment of Alternative Currency Loans with respect to a Facility which, at the time of such prepayment, bear interest at a Floating Rate, shall be in a minimum principal an aggregate amount of the Dollar Equivalent of equal to $1,000,000 250,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole higher integral multiple of $100,000 50,000, 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 casewhich event any such prepayment may be in such lesser amount, if less(vi) unless notified by the Borrower in writing to the contrary, 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 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 noticeshall apply all partial prepayments first, to Term B Advances, second, to Term A Advances and third, to Revolving Advances, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any vii) each partial prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) Facility shall be applied to the principal repayment installments thereof becoming due under that Term Facility in inverse order of maturitytheir respective maturities. Subject to Section 2.17Unless otherwise provided in this Agreement or the other Loan Documents, each such prepayment prepayments from the Borrower of principal within any Facility above shall be paid applied first to the Lenders in accordance principal of Floating Rate Loans and then to the principal of LIBO Loans (and, among such LIBO Loans, first to those with their respective Applicable Percentages in respect of each of the relevant Facilitiesearliest expiring Interest Periods).

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent (with a copy to the Collateral Administrator), at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans 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 received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (Ax) two one Business Days Day prior to any date of prepayment of Term Daily SOFR LoansLoans denominated in Dollars, (By) four two Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, Loans and (Cz) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term Daily SOFR Loans or Alternative Currency Loans shall be in a principal amount of $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 $1,000,000 500,000 or a whole multiple of the Dollar Equivalent thereof; of $100,000 in excess thereof (other than any such prepayment which is funded solely with proceeds from the repayment of a Revolving Asset) and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (other than any such prepayment which is funded solely with proceeds from the repayment of a Revolving Asset) or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.172.12, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each 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 FacilitiesLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) Each A Borrower may, upon notice from the Company delivery of a Notice of Loan Prepayment, to the Administrative Agent, at any time or from time to time time, voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. 12:00 noon, (A) two three (3) Business Days prior to any date of prepayment of Term SOFR Eurocurrency 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 (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of 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 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 and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, 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)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, such notice may state that it is conditioned upon the effectiveness of other credit facilities or consummation of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent at least one (1) Business Day prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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 2.172.16, each such prepayment shall be paid applied to the applicable Committed Loans of the applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time may voluntarily prepay Revolving Credit Loans and Term 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 each Lender’s Percentage of that Facility; (ii) each prepayment of the Administrative Agent and received by Loans shall be made to the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on a Business Day, and funds received after that hour shall be deemed to have been received by the Administrative Agent on the next following Business Day; (Aiii) two each prepayment of a Fixed Rate Loan shall be made upon not less than three Business Days prior notice to any date of the Administrative Agent and shall be accompanied by accrued interest on such prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on through the date of prepayment of Base Rate Loansand additional compensation calculated in accordance with Section 2.21; (iiiv) any each prepayment of Term SOFR Loans a Fixed Rate Loan shall be in a principal an aggregate amount equal to the 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 $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans such prepayment, shall be not result in a Fixed Rate Loan remaining outstanding in an amount less than such minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereofLoan amount; and (ivv) any each partial prepayment of Base Rate Loans shall be in a 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 and currency of which event any such prepayment and the Type(s) of Loans to may 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on lesser amount. Unless otherwise provided in this Agreement or the date specified therein. Any prepayment other Loan Documents, prepayments from the Borrower of principal within any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) Facility above shall be applied first to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17Base Rate Loans and Quoted Rate Loan, each such prepayment shall be paid on a pro rata basis, and then to the Lenders in accordance principal of LIBOR Loans (and, among such LIBOR Loans, first to those with their respective Applicable Percentages in respect of each of the relevant Facilitiesearliest expiring Interest Periods).

Prepayments. (a) Each The Borrower mayshall have no right to prepay the outstanding principal balance due on the New Hancock Loan, upon notice from except (i) for the Company 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 Loans to make partial prepayments of such principal of not less than (and Term Loans in whole or increments of) One Hundred Thousand Dollars ($100,000) in part without premium or penaltysuch principal amount as is specified in the Prepayment Commitment Notice; provided provided, however, that (i) such notice any prepayment of principal must be in a form acceptable to accompanied by payment of the Administrative Agent Make Whole Amount and 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 Business Days prior to any date of prepayment of Term SOFR LoansMake Whole Amount, (B) four Business Days (or fivecollectively, in along with the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loansprincipal amount being prepaid, and (C) on "the date of prepayment of 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 Loans shall be in principal ("Prepayment Commitment Notice") on a principal amount of $1,000,000 or a whole multiple thereofdate specified therein ("Prepayment Date") not less than fifteen (15) days prior to such Prepayment Date; and (iii) any prepayment of Alternative Currency Loans Borrower shall be in a minimum principal amount of pay the Dollar Equivalent of $1,000,000 or a whole multiple of Prepayment Amount on the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, Prepayment Date specified 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 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPrepayment Commitment Notice.

Prepayments. (a) Each 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 from to Administrative Agent in the Company 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 and Term 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 in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) 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$100,000), and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 an integral multiple of the Dollar Equivalent thereof; and One Hundred Thousand Dollars (iv$100,000) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the date and principal amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are together with accrued interest thereon to be prepaid, the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and prepayment 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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. 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 2.17, each Administrative Agent as soon as available thereafter on such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesday.

Prepayments. (a) Each Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day's notice from to Administrative Agent in the Company 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 and Term 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 in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) 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$100,000), and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 an integral multiple of the Dollar Equivalent thereof; and One Hundred Thousand Dollars (iv$100,000) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the date and principal amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are together with accrued interest thereon to be prepaid, the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and prepayment 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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. 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 2.17, each Administrative Agent as soon as available thereafter on such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesday.

Prepayments. (a) Each Borrower may, upon notice from the Company 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 and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, Rate Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.172.16, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 10,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Revolving 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 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.172.18, each such prepayment shall be paid applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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 maturity2.18. Subject to Section 2.172.21, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from and the Company to Co-Borrower shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Credit Loans and Term Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (ior telephonic notice promptly confirmed in writing) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not no later than 11:00 a.m. (Ai) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currenciesany Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days 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 Alternative Currency Loanssuch prepayment, and (Ciii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount and currency of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Term SOFR Loans each Borrowing or Alternative Currency Term Rate Loans are portion thereof 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 any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companygiven, the applicable Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any 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 with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower, or the Co-Borrower, as the case may be, shall also pay all amounts required pursuant to Section 3.052.18. 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 the outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each Loans comprising such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesBorrowing.

Prepayments. (a) Each Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon same Business Day’s notice from to Administrative Agent in the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit case of Base Rate Loans and Term Loans in whole or in part without premium or penalty; provided that Daily SOFR Loans, and at least three (i3) such Business Days’ notice must be in a form acceptable to the Administrative Agent and 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 by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (CNew York time) on such applicable date, prepay in whole or in part the date of prepayment of Base Rate Revolving Credit Loans; provided, that (ii1) any partial prepayment of Term SOFR Loans under the foregoing shall be in a principal amount at least equal to One Million Dollars ($1,000,000) and in integral multiples of One Hundred Thousand Dollars ($1,000,000 or a whole multiple thereof; (iii100,000) 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 thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then 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 and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender Bank of its receipt of each such notice, and of the amount of such LenderBank’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided, however, any prepayment notice may be conditioned upon the consummation of any Loan shall be accompanied by all accrued interest on the amount prepaidfinancing or acquisition or similar transaction and, together 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 maturityextent such condition is not satisfied by the effective date specified therein, such prepayment notice may be revoked or the effective date specified therein may be delayed. Subject to Section 2.1712.20, each such prepayment shall be paid applied to the Lenders Loans of the Banks in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Prepayments. (a) Each Borrower may, upon notice from Voluntary Reduction of the Company to the Administrative Agent, Revolving Loan Commitment and Voluntary Prepayment of Term Loan. U.S. Borrowers may at any time or from time on at least five (5) days’ prior written notice to time Agent voluntarily prepay Revolving Credit Loans and all or part of the Term 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 (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans such prepayments shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount integral multiples 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 of such notice shall specify the date and amount and currency of such prepayment and the Type(s(B) 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 any partial prepayments of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to prepay the principal repayment scheduled installments thereof of the Term Loan in inverse stated order of maturity. Subject 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 2.171.3(d), each if applicable; provided, however, that (A) any such prepayment shall be paid in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount and (B) the Revolving Loan Commitment may not be permanently reduced to less than the Lenders 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 a pro rata or any other reduction of the Canadian Sub-Limit, the L/C Sublimit or the Swing Line Commitment unless so designated by Borrower Representative; provided that any reduction of the Revolving Loan Commitment below the Canadian Sub-Limit, the L/C Sublimit or the Swing Line Commitment then in effect shall reduce the Canadian Sub-Limit, the L/C Sublimit or the Swing Line Commitment, as applicable, by a like amount. In addition, Borrowers 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 termination, all Revolving Loans shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with their respective Applicable Percentages this Agreement. Any reduction in respect of the Revolving Loan Commitment shall be made on pro rata basis among the Lenders based on each of Lender’s Revolving Loan Commitment. Any reduction in the relevant FacilitiesRevolving Loan Commitment shall be made on a pro rata basis among the Lenders based on each Lender’s Pro Rata Share.

Prepayments. (a) Each The Borrower may, upon notice from the Company delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 prior to any date of prepayment of Term SOFR Loans, (B) four (4) Business Days (or fivefive (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each casecase of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Rate 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 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 Facility)Facilities. (b) If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a Term SOFR Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.12. Each prepayment (e) All prepayments of Loans by the outstanding Term Loans pursuant to this Section 2.05(a) Borrower shall be applied so that each Lender continues to the principal repayment installments thereof in inverse order of maturity. Subject have a ratable portion (according to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.its applicable Pro Rata Share) of

Prepayments. (a) Each Borrower may, upon notice from the Company such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four on the date of prepayment of Adjusted Daily SOFR Loans, (C) three Business Days (or fivefive Business Days, in the case of prepayment of Alternative Currency Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (CD) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Adjusted Daily SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, such notice may specify that such prepayment is conditioned upon the consummation of a particular transaction or refinancing of the Indebtedness hereunder. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any prepayment of Term SOFR Loans or Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Committed Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower may, upon notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 Business Days prior to any date of prepayment of any Term SOFR Committed Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans or Daily SOFR Loans; (ii) any prepayment of Term SOFR Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of 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 $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or Daily SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.172.18, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages. (b) [Intentionally Omitted].

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time may voluntarily prepay Revolving Credit Loans and Term 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 each Lender’s Percentage of that Facility, (ii) each prepayment of the Administrative Agent and received by Loans shall be made to the Administrative Agent not later than 11:00 a.m. 12:00 noon on a Business Day, and funds received after that hour shall be deemed to have been received by the Administrative Agent on the next following Business Day, (Aiii) two Business Days prior to any date of each partial prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of any LIBOR Loan shall be accompanied by accrued interest on such partial prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on through the date of prepayment of Base Rate Loans; and additional compensation (iiif any) any calculated in accordance with Section 2.18, (iv) each partial prepayment of Term SOFR LIBOR Loans 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 principal LIBOR Loan remaining outstanding in an amount of $1,000,000 or a whole multiple thereof; less than such minimum Loan amount, (iiiv) any each partial 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 thereof; and (iv) any prepayment of Base Floating Rate Loans shall be in a principal an aggregate amount equal to (A) $1,000,000 or (B) the sum of $500,000 or a whole 1,000,000 and an integral multiple of $100,000 500,000, 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 casewhich event any such prepayment may be in such lesser amount, if less(vi) unless notified by the Borrower in writing to the contrary, 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 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 noticeshall apply all partial prepayments first, to Revolving Advances and second, to Term Advances, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each vii) each partial prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) Facility shall be applied to the remaining principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.due thereunder on a pro

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) Each Borrower may, upon notice from if 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, as and when it shall be or become due and payable; (2) if default occurs in the Administrative Agentperformance 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 or 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 Loans and Term Loans in whole against the Company or in part without premium if any levy, writ of attachment, garnishment, execution or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans similar process shall be in a principal amount issued against or placed upon any property of $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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, then all such indebtedness shall automatically become immediately due and payable. All or any part of the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall indebtedness evidenced by this Note also may become, or may be declared to be, immediately due and payable on under the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on terms and conditions contained in the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Purchase Agreement or other agreement that has been or in the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied future is entered into between the Company and Payee upon the terms and to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesextent provided therein.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and the Term Loans Loan 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 received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four one (1) U.S. Government Securities Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) Day prior to any date of prepayment of Alternative Currency Daily Simple SOFR Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Daily Simple SOFR Loans shall be in a principal amount of $1,000,000 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 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.172.16, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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 maturity2.18. Subject to Section 2.172.21, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. The Borrower (aon its own behalf or on behalf of the applicable Co-Borrower(s)) Each or the applicable Co-Borrower may, upon written notice from the Company to the Administrative Agent, at any time or from time to time (A) voluntarily prepay Revolving Credit Loans and Term Base Rate Loans in whole or in part without premium or penalty, (B) voluntarily prepay Daily SOFR Rate Loans in whole or in part without premium or penalty and (C) voluntarily prepay Term SOFR Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that (i1) such notice must be in a form reasonably acceptable to the Administrative Agent (which, subject to Section 3.05, may be conditioned upon closing of another transaction or the occurrence of another event) and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two (2) Business Days prior to any date of prepayment of any Term SOFR Rate Loans, (B) four one (1) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) Day prior to any date of prepayment of Alternative Currency Loans, any Daily SOFR Rate Loans and (C) on the date of prepayment of Base Rate Loans; (ii2) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple 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 100,000 in excess thereof; and (iv3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if following the date on which any Incremental Term SOFR Facility becomes effective pursuant to the terms of this Agreement, whether the Loans to be prepaid are Delayed Draw Term Loans or Alternative Currency Incremental Term Rate Loans are (or any applicable combination thereof) (and in the absence of any designation in such notice as to which Facility to prepay, prepayment amounts shall be prepaid, the Interest Period(s) of such 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Rate Loan, 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 2.172.15, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Share.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent (with a copy to the Collateral Administrator), at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans 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 received by the Administrative Agent not later than 11:00 a.m. (A) two one Business Days Day prior to any date of prepayment of any Term SOFR Loans, Loan and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of any Base Rate LoansLoan; (ii) any prepayment of Term SOFR Loans shall be in a minimum principal amount of $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 $1,000,000 500,000 or a whole multiple of the Dollar Equivalent $100,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.172.12, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each 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 FacilitiesLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) Each The Borrower may, upon at least five (5) Business Days' notice from the Company to the Administrative AgentBank, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of such prepayment on the amount prepaid without penalty or premium (but subject to payment of Term SOFR Loansbreak-funding costs, (B) four Business Days (or fiveif any, of the Bank in the case of a prepayment on a day other than the last day of Loans denominated in Special Notice Currencies) prior to any date of an Interest Period), provided, that each partial prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of not less than Fifty Thousand Dollars ($1,000,000 or a whole multiple thereof; (iii50,000.00) 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 thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans Borrower pays to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of Bank any and all other fees and charges then due hereunder and under the other Loan Documents in connection with such Loansprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) All partial prepayments shall be applied to principal in the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17Without limiting the foregoing, each such prepayment if the Note is prepaid on any day other than the last day of an Interest Period applicable thereto, the Borrower shall be paid also pay to the Lenders 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 Note after the Borrower has given a notice thereof to the Bank in accordance with their respective Applicable Percentages in respect the provision of each this Agreement or (ii) the making of any prepayment (irrespective of the relevant Facilitiestiming 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) Each The Borrower may, upon notice from the Company 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 and Term 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 higher integral multiple of $1,000,000 in the case of any prepayment of Term Benchmark Advances and $5,000,000 or a higher integral multiple of $1,000,000 in the case of any prepayment of Base Rate Advances and (ii) in the case of any such prepayment of a Term Benchmark Advance, the Borrower shall be obligated to reimburse the Administrative Agent and received by Lenders pursuant to Section 8.04(b) on the Administrative Agent date of such prepayment. (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 Net Cash Proceeds not later than 11:00 a.m. one Business Day following the receipt by the Borrower of such Net Cash Proceeds. The Borrower shall promptly (A) two Business Days prior to any 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, and such notice shall be accompanied by a reasonably detailed calculation of the Net Cash Proceeds. Each prepayment of Term SOFR LoansAdvances shall be applied ratably and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, (B) four Business Days (or fiveplus, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency LoansTerm Benchmark Advance, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be amounts due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.under Section 8.04(b). SECTION 2.11

Prepayments. (a) Each The Borrower may, upon notice from the Company Borrower to the Lead Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Lead Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate LoansCommitted Loans or in each case, such later time as the Lead Administrative Agent may agree in its reasonable discretion; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that such notice may be conditioned on the occurrence or non-occurrence of any event; provided further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to make such prepayment. Any prepayment of any a Term SOFR Loan and/or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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 2.172.18, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and or Term 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 Business Days prior to any date of prepayment of Term SOFR Loans, three (B3) four Business Days (or five, in such lesser number of days as may be agreed to by the case of prepayment of Loans denominated in Special Notice CurrenciesAdministrative Agent) prior to any date of prepayment of Alternative Currency Loans, Eurodollar Rate Loans and (CB) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a the principal amount of $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 2,000,000 or a whole multiple of the Dollar Equivalent $500,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 CompanyBorrowers, the applicable Borrower 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 any a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.17, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (B) four three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans, and subject to Section 3.05, any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan and any Alternative Currency Loan, 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 2.172.18, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Except as may otherwise be expressly provided in this Note and the other Loan Documents, Borrower maymay 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, upon notice from the Company 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 Loans and Term Loans early termination of a swap transaction, 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 received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or fivepart, in the case event of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loanssuch prepayment, and (C) on the date of prepayment of Base Rate Loans; (ii) may require Borrower to pay any prepayment of Term SOFR Loans fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be in deemed a principal amount of $1,000,000 penalty hereunder 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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesotherwise.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 8:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans, or (D) on the date of prepayment of Base Rate Loans; Committed Loans and (ii) any prepayment of Term SOFR Committed Loans shall be in a principal amount of $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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage (or other applicable share as provided herein) of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) two three (3) U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of Three Million Dollars ($1,000,000 or a whole multiple thereof; (iii3,000,000) 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 One Million Dollars ($1,000,000) in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in 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 and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such 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 Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages Percentages. For clarification, such notice of prepayment may be in respect of each of any such form as may be approved by the relevant FacilitiesAdministrative 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. (ai) Each Borrower The Borrowers may, upon irrevocable notice (unless the notice is conditioned on a refinancing, a Change of Control or asset sale transaction or other transaction of a similar nature, in which case such notice may be revoked on or prior to such date, in the event such transaction is not consummated on or prior to such date) from the Company Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, LIBO Rate Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR LIBO Rate Loans shall be in a principal amount of $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 the Dollar Equivalent 500,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyLead Borrower, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (unless the notice is conditioned on a refinancing, a Change of Control or asset sale transaction or other transaction of a similar nature, in which case such notice may be revoked on or prior to such date, in the event such transaction is not consummated on or prior to such date). Any prepayment of any a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. III.E. Each such 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 Committed Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 Business Days prior to any date of prepayment of Term SOFR Loans, (B) four three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, Loans and (C) on the date of prepayment of Base Rate Committed Loans; , (ii) any prepayment of Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple thereof; of $1,000,000 in excess 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 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 thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.172.14, each such prepayment shall be paid applied ratably to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower mayshall have the right to prepay any Borrowing, upon notice from the Company to the Administrative Agentwithout premium or penalty, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that 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 the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and received (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by the Borrower no later than 10:00 a.m. (New York time) three Business Days prior to the date of such prepayment and shall promptly be transmitted by the Administrative Agent not later than 11:00 a.m. to each of the Lenders; (Ab) two Business Days prior to any date 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 Term SOFR LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, ; and (C) on the date of prepayment of Base Rate Loans; (iic) any prepayment of Term SOFR Loans shall be in a principal amount of $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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term LIBOR Loans pursuant to this Section 2.05(a) 5.1 on any day other than the last day of an LIBOR Period applicable thereto shall be subject to compliance by the Borrower 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, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing shall be applied ratably to the principal repayment installments thereof Revolving Credit Loans included in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesprepaid Borrowing.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, may at any time or and from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole all or in part without premium or penaltyany portion of the outstanding principal balance of the Loan; provided that provided, 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 the interest that would have accrued on the prepaid amount from the prepayment date to the Administrative Agent Maturity Date under the Note, over (ii) the interest that would accrue on such amount over such period using a per annum interest rate equal to one and received 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 the Loan, as determined by Lender; provided further, however, that in no event shall the Administrative Agent not later Prepayment Fee be less than 11:00 a.m. twenty-five one hundredths percent (A0.25%) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, the amount prepaid in the case of any prepayment of Loans denominated in Special Notice Currencies) made prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount second anniversary of the Dollar Equivalent Closing Date. In no event shall Lender be obligated to make any payment or refund to Borrower, nor shall Borrower be entitled to any setoff or other claim against Lender, should the Prepayment Fee be less than zero. In addition to the foregoing voluntary prepayments of $1,000,000 or a whole multiple of principal under the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lessNote, the entire principal amount thereof then outstanding. Each such notice Prepayment Fee shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall also be due and payable on owing in the date specified therein. Any 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 Loan Collateral, or otherwise. Notwithstanding the foregoing, the Prepayment Fee shall not be accompanied by all accrued interest on the amount prepaid, together due in connection with any additional amounts required prepayment effected with insurance or condemnation proceeds pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Lender's election to this Section 2.05(a) shall require that such proceeds be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesso applied.

Prepayments. (a) Each The US Borrower may, upon notice delivery of a Notice of Loan Prepayment from the Company US Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment shall specify the date date, currency and amount and currency of such prepayment prepayment, if such Loan is Committed Loan A-1 or Committed Loan A-2 and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each US A-1 Lender or US A-2 Lender, as applicable, of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such US Lender’s Applicable Percentage in respect of the relevant Facility)such prepayment. If such notice is given by the CompanyUS Borrower, the applicable US Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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 2.172.18, each such prepayment shall be paid applied to the Committed Loans of the US Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) The Borrowers shall have no right to prepay any principal amount of any Revolving Loan other than as provided in subsection (b) below. (b) Each Borrower maymay without premium or penalty, upon at least the number of Business Days’ prior notice from specified in the Company 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, however, that (i) each partial prepayment shall be in an aggregate principal amount not less than $1 million or an integral multiple of $500,000 in excess thereof (or the Foreign Currency Equivalent of such respective amounts in the case of Loans denominated in an Alternate Currency) and (ii) if any prepayment of any Eurocurrency Rate Loans shall be made on a date which is not the 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, at any time or as of the final Business Day of each weekly period starting from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that 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) such notice must be in a form acceptable to the Administrative Agent Total Outstandings exceeds $50,000,000 and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of the Consolidated Cash Balance exceeds $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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof 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 and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesSECTION 2.09.

Prepayments. (a) Each Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice from to the Company 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 and Term 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 received by the Administrative Agent not later than 11:00 10:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.04(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject thereof, and subject to Section 2.172.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayments. (a) Each The Borrower mayshall have the right to prepay any Borrowing or Swingline Loans, upon notice from the Company to the Administrative Agentwithout premium or penalty, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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) 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 prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice must shall be in a form acceptable given by the Borrower no later than 10:00 a.m. (New York time) three Business Days prior to the Administrative Agent date of such prepayment and received shall promptly be transmitted by the Administrative Agent not later than 11:00 a.m. to each of the Lenders and (Aii) two Business Days prior with respect to any date of Swingline Loans, in accordance with Section 2.15 hereof; (b) each partial prepayment of Term SOFR Loans, (B) four Business Days (or five, Revolving Credit Loans shall be in the case 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 denominated in Special Notice Currencies) prior made pursuant to any date of prepayment of Alternative Currency a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans, ; and (C) on the date of prepayment of Base Rate Loans; (iic) any prepayment of Term SOFR Loans shall be in a principal amount of $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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term LIBOR Loans pursuant to this Section 2.05(a) 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower 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, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing shall be applied ratably to the principal repayment installments thereof Revolving Credit Loans included in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesprepaid Borrowing.

Prepayments. (a) Each A Borrower may, upon notice from the Company delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) 10:00 a.m. two Business Days prior to any date of prepayment of Term SOFR Loans, (B) 10:00 a.m., Applicable Time, four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) 1:00 p.m., on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of 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 thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof 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 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 Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan and any Alternative Currency Loan, 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 2.172.15, each such prepayment shall be paid applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at may prepay any time Borrowing of Term SOFR Loans or from time to time voluntarily prepay Revolving Credit Base Rate Loans without premium or penalty and Term Loans 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 to the Administrative Agent in the form of Exhibit E-3 (a “Paydown Notice”) (A) in the case of any Borrowing of Term SOFR Loans, no later than 2:00 p.m. (New York time) on the date that is three (3) Business Days prior to such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, such prepayment to be in made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or any portion of the outstanding Swing Line Loans, upon delivery of a form acceptable Paydown Notice to the Administrative Agent and received the Swing Line Bank by 2:00 p.m. (New York time) on the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment repayment. In the case of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in amounts owing under Section 2.11 hereof as a principal amount of $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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency result of such prepayment and the Type(s) of Loans to shall be prepaid and, if Term SOFR Loans or Alternative Currency Term 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinBorrower. Any prepayment of any Loan shall be accompanied by all accrued interest on amount paid or prepaid before the amount prepaidTermination Date may, together 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 subject to the principal repayment installments thereof in inverse order terms and conditions of maturity. Subject to Section 2.17this Agreement, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesborrowed, repaid and borrowed again.

Prepayments. (a) Each Borrower mayshall have the right to prepay any of its Borrowings, upon notice from the Company to the Administrative Agentwithout premium or penalty, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 the Administrative Agent and 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 (3) Business Days prior to any the date of such prepayment of Term SOFR Loans, and (Bii) 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 LoansSwingline Loan, and no later than 10:00 a.m. (CNew 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 Base Rate Loans; (ii) any prepayment of Term SOFR Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 or 5,000,000; provided that no partial prepayment SOFR Loans made pursuant to a whole multiple 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; (iiic) any each partial prepayment of Alternative Currency Swingline Loans shall be in an amount that is a minimum principal amount of the Dollar Equivalent multiple of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof 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 prepayment of a Borrowing of Revolving Credit Loans shall specify be applied ratably to the date Revolving Credit Loans included in the prepaid Borrowing. In the event and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lenderoccasion that the Revolving Credit Exposure with respect to any Borrower exceeds such Borrower’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanySublimit, the applicable Borrower shall make such prepayment prepay the applicable Loans and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment applicable Letter of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesCredit Exposure.

Prepayments. (a) Each 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 from to Administrative Agent in the Company 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 and Term 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 in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) 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$100,000), and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 an integral multiple of the Dollar Equivalent thereof; and One Hundred Thousand Dollars (iv$100,000) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the date and principal amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are together with accrued interest thereon to be prepaid, the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and prepayment 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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. 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 2.17, each Administrative Agent as soon as available thereafter on such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesday.

Prepayments. (a) Each A Borrower may, upon notice from the Company delivery of a Notice of Loan Prepayment, to the Administrative Agent, at any time or from time to time time, voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. 12:00 noon, (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four (4) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans or Term SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans or Term SOFR Daily Floating Rate Loans shall be in a principal amount of $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 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 and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such LenderXxxxxx’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, such notice may state that it is conditioned upon the effectiveness of other credit facilities or consummation of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent at least one (1) Business Day prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with 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 2.172.16, each such prepayment shall be paid applied to the applicable Committed Loans of the applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgents, at any time or from time to time time, voluntarily prepay Revolving Credit the Committed Loans and the Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent Agents and be received by the Administrative Agent Agents not later than 11:00 a.m. (Ax) two 1:00 p.m. three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of LIBOR Rate Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (Cy) 11:00 a.m. on the any date of prepayment of Base Rate LoansLoans or Canadian Prime Rate Loans (and otherwise, one Business Days’ notice shall be required for any such prepayment); (iiB) any such prepayment of Term SOFR LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the U.S. Dollar Equivalent of $1,000,000 U.S.$5,000,000 or a whole multiple of the U.S. Dollar Equivalent of U.S.$1,000,000 in excess thereof; and (ivC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 U.S.$1,000,000 or a whole multiple of $100,000 U.S.$500,000 in excess thereof; and (D) any prepayment of Canadian Prime Rate Loans shall be in a principal amount of C$1,000,000 or a whole multiple of C$500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (w) the date and amount and currency of such prepayment and prepayment, (x) whether the Loan to be prepaid is a Term Loan or a Committed Loan (or other Borrowing, if applicable), (y) the Type(s) of Loans to be prepaid and, and (z) if Term SOFR Loans or Alternative Currency Term 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 FacilityPercentage). If such notice is given by the Companygiven, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, debt issuances or incurrences, equity issuances or the occurrence of any other identifiable transaction, in which case such notice may be revoked by the Borrower (by notice to the Agents on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.19, each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) Loan shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment Term Loan and shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesTerm 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) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 Term SOFR Eurocurrency Rate Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or LIBOR Daily Floating Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Eurocurrency Rate Loan and any Alternative Currency Loan, 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 2.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from the Company 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 Committed Loans and Term 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 the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 the Dollar Equivalent of $500,000 in excess thereof; and (iviii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and 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 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)applicable Facility of such prepayment. If such notice is given by the CompanyCxxxxxxxx, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.172.18, each such prepayment shall be paid applied to the Committed Loans of the Lenders under a Facility in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiessuch Facility.

Prepayments. (a) Each Borrower may, upon notice from the Company such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 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 SOFR LoansBenchmark Rate Loans denominated in Dollars, (B) 4:00 p.m. four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Loans denominated in Alternative Currency LoansCurrencies, and (C) 12:00 noon on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Benchmark Rate Loans or Daily Benchmark Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of 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 thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Benchmark Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companysuch Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice may state that it is conditioned upon the incurrence of other indebtedness or the receipt of proceeds from another transaction, in which case such notice may be revoked by the Company (by notice to the Administrative Agent) if such condition is not satisfied. Any prepayment of any a Term Benchmark Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.172.19(a), each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each VOLUNTARY PREPAYMENTS; REDUCTIONS IN REVOLVING LOAN COMMITMENTS. Borrower may, upon notice from the Company to the Administrative Agent, may at any time or from time on at least 3 days' prior written notice to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that Agent (i) such notice must be in a form acceptable to voluntarily prepay all or part of the Administrative Agent and received by Term Loan and/or (ii) permanently reduce (but not terminate) the Administrative Agent not later than 11:00 a.m. Revolving Loan Commitment; PROVIDED that (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (such prepayments or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans reductions shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal 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 and currency 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 Loans or Alternative Currency Term 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 such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facilityreductions, Borrower shall comply with SECTION 1.3(b)(i). If 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 notice is given by the Company, the applicable Borrower 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 thereinin full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with ANNEX B hereto. Any such voluntary prepayment and any reduction or termination of any 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 its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the amount prepaid, together with any additional amounts required pursuant to Section 3.05case may be. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; PROVIDED, that any partial prepayments of the outstanding Term Loans pursuant to this Section 2.05(a) Loan made by Borrower shall be applied to prepay the principal repayment scheduled installments thereof of the Term Loan in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayments. (a) Each Any Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans and Term 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 the Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four three Business Days (or fivefive Business Days, in the case of prepayment of Loans denominated in a Special Notice CurrenciesCurrency) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment shall specify the date date, the currency and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice a Notice of Loan Prepayment is given by the Companya Borrower, the applicable 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; provided, that, a Notice of Loan Prepayment delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any prepayment of Term SOFR Loans or Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Committed Revolving Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) The Borrowers shall have no right to prepay any principal amount of any Revolving Loan or Swing Loan other than as provided in subsection (b) below. (b) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part 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 any Revolving Loan of the Administrative Agent and received 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 one Business Days Day prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be Swing Loan in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum case given to the Administrative Agent stating the proposed date and aggregate principal amount of the Dollar Equivalent prepayment, and if such notice is given, such Borrower shall, prepay the outstanding principal amounts of the Loans made to such Borrower comprising part of the same Revolving Loan Borrowing or Swing Loan Borrowing, as the case may be, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided however, that (x) each partial prepayment (other than any prepayment of any Swing Loan) shall be in an aggregate principal amount not less than $1,000,000 or a whole an integral multiple of $500,000 in excess thereof (or the Dollar Foreign Currency Equivalent thereof; of such respective amounts in the case of Loans denominated in an Alternate Currency) and (ivy) if any prepayment of Base Rate any SOFR Loans or any EURIBOR Loans shall be in made on a principal amount date which is not the last day of $500,000 an Interest Period for such Loans (or on a whole multiple of $100,000 in excess thereof or, in each case, if less, date which is not the entire principal amount thereof then outstanding. Each such notice shall specify the maturity date and amount and currency of such prepayment and the Type(s) of Loans Swing Loans), such Borrower shall also pay any amounts owing 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment 9.04(c) so long as such Lender makes written demand upon such Borrower therefor (with a copy of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied such demand to the principal repayment installments thereof in inverse order of maturityAdministrative Agent) within 20 Business Days after such prepayment. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesSECTION 2.11.

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) Each (1) if no Event of Default exists, as directed by the applicable Borrower may, upon notice from under any Term Facility to any or all of the Company to remaining Scheduled Term Repayments of such Term Facility (in the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans amounts and Term Loans in whole or 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 the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loansorder is designated, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) prepayments shall be applied to the 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 unpaid principal amount of such Term Loan (with the applicable Term Percentage of such repayment installments thereof to be applied as a repayment of each of the Term 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 inverse 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. Subject If any prepayment of EurocurrencySOFR Loans made pursuant to Section 2.17a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, each such prepayment 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 paid applied to the Lenders in accordance with their respective Applicable Percentages in respect payment of each 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 relevant FacilitiesCompany or a Borrower that is a Domestic Subsidiary or otherwise reduce the obligations of any such Borrower.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans 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 received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, Eurocurrency Rate Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $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 the Dollar Equivalent 500,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment All repayments of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.03(a) shall be applied to allocated pro rata based on the principal repayment installments thereof in inverse order Revolving Credit Exposure of maturity. Subject to Section 2.17, each such prepayment shall be paid to the respective Lenders in accordance with their respective Applicable Percentages in respect of each on the date of the relevant Facilities.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) Each At any time after the first anniversary of the Closing Date, the Borrower may, upon notice from shall have the Company to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Credit Loans and Term Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (ior telephonic notice promptly confirmed in writing) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not no later than 11:00 a.m. (Ai) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currenciesany Eurodollar Borrowing, 11:00 a.m. (New York time) not less than three (3) Business Days prior to any date of prepayment of Alternative Currency Loanssuch prepayment, and (Cii) on in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount and currency of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Term SOFR Loans each Borrowing or Alternative Currency Term Rate Loans are portion thereof 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 any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companygiven, the applicable Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.10(c); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.16. Any Each partial prepayment of any Loan shall be accompanied by all accrued interest on in an amount that would be permitted in the amount prepaid, together with any additional amounts required case of an advance of a Borrowing of the same Type pursuant to Section 3.052.3. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably to the principal repayment installments thereof in inverse order of maturityLoans comprising such Borrowing. Subject to Section 2.17, each such prepayment shall be paid Notwithstanding anything set forth herein to the Lenders in accordance with their respective Applicable Percentages in respect contrary, the outstanding principal amount of each all Loans shall remain outstanding for a period of at least one (1) year from the relevant FacilitiesBorrowing of such Loans.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans 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 received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, Eurocurrency Rate Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $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 $1,000,000 500,000 or a whole multiple of the Dollar Equivalent $100,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.172.12, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each 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 FacilitiesLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 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 10,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice may state that it is conditioned upon the incurrence of other indebtedness or the receipt of proceeds from another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. Any prepayment of any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 2.172.19(a), each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from the Company 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 and Term 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 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 Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currency LoansCurrencies, and (C) on the date of prepayment of Base Rate ABR Loans; (ii) any prepayment of Term SOFR Loans Eurocurrency Rate Loans, whether denominated in Dollars or Alternative Currencies, shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (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 thereof; and (iv) any prepayment of Base Rate ABR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrowers, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Committed Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent, (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in on the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Adjusted Daily SOFR Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Adjusted Daily SOFR Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, such notice may specify that such prepayment is conditioned upon the consummation of a particular transaction or refinancing of the Indebtedness hereunder. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any prepayment of Term SOFR Loans, any additional amounts required pursuant to Section 3.05. Each such 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 Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from shall have the Company to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Credit Loans and Term Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (ior telephonic notice promptly confirmed in writing) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not no later than 11:00 a.m. (Ai) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currenciesany Eurodollar Borrowing, 12:00 noon not less than three (3) Business Days 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 Alternative Currency Loanssuch prepayment, and (Ciii) in the case of Swingline Borrowings, prior to 12:00 noon on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple 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 thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount and currency of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Term SOFR Loans each Borrowing or Alternative Currency Term Rate Loans are portion thereof 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 any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companygiven, the applicable Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all designated in such notice, together with accrued interest to such date on the amount so prepaid; provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.19. Each 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 partial prepayment of any Swingline Loan shall be in a minimum amount of $100,000 and integral multiples of $50,000. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each Loans comprising such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesBorrowing.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans or Term SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans or Term SOFR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 's Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan and any Alternative Currency Term Rate Loan, any additional amounts required pursuant to Section 3.05. 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 2.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at may prepay any time Borrowing of Term SOFR Loans or from time to time voluntarily prepay Revolving Credit Base Rate Loans without premium or penalty and Term Loans 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 to the Administrative Agent in the form ofExhibit E-3 (a “Paydown Notice”) (A) in the case of any Borrowing of Term SOFR Loans, no later than 2:00 p.m. (New York time) on the date that is three (3) Business Days prior to such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, such prepayment to be in made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or any portion of the outstanding Swing Line Loans, upon delivery of a form acceptable Paydown Notice to the Administrative Agent and received the Swing Line Bank by 2:00 p.m. (New York time) on the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment repayment. In the case of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in amounts owing under Section 2.11 hereof as a principal amount of $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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency result of such prepayment and the Type(s) of Loans to shall be prepaid and, if Term SOFR Loans or Alternative Currency Term 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). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinBorrower. Any prepayment of any Loan shall be accompanied by all accrued interest on amount paid or prepaid before the amount prepaidTermination Date may, together 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 subject to the principal repayment installments thereof in inverse order terms and conditions of maturity. Subject to Section 2.17this Agreement, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesborrowed, repaid and borrowed again.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans and and/or Term 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 the Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two three (3) Business Days 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 the date of prepayment of any Daily Simple RFR Loan or any Term RFR Loan denominated in Alternative Currency Loans, Currencies and (C) on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Term SOFR Daily Simple RFR Loans shall be in a Dollar Equivalent principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; , (iii) any prepayment of Term Rate 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, and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice a Notice of Loan Prepayment is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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 the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof of the Term Loan as directed by the Borrower (or, in inverse 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 2.172.16, each such prepayment shall be paid applied to the Committed Revolving Loans or Term Loans, as applicable, of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower The Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) two three U.S. Government Securities 11:00 a.m. (New York time) on the Benchmark Rate Business Day that is three (3) Benchmark Rate Business Days prior to any date ofthe prepayment in the case of a prepayment of Term SOFR LoansRate Loans and, (B) four 11:00 a.m. (London time) on the Benchmark Rate Business Day that is three (3) Benchmark Rate Business Days (or five, prior to the prepayment in the case of a prepayment of Interbank Offered Rate Loans denominated in Special Notice Currenciesor 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 any the prepayment date in the case of a prepayment of Alternative Currency Loans, and Daily Simple RFR Loans or (CD) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR SOFRTerm Rate Loans or Daily Simple RFR Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyLead Borrower, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a SOFRTerm Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Committed Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower may, Immediately upon notice 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 Company 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 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 one hundred percent (100%) of the Net Cash Proceeds of such disposition or sale if such disposition or sale is of assets other than stock or other equity interests and Term Loans 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 disposition or sale means the Administrative Agent and received by gross cash proceeds of such disposition or sale minus the Administrative Agent not later than 11:00 a.m. sum, without duplication, of (A) two Business Days prior commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by any date of prepayment of Term SOFR LoansLoan Party in connection therewith (in each case, paid to non-Affiliates), (B) four Business Days transfer taxes, (C) amounts required to be paid to holders of Liens on the assets (other than the Collateral) sold or fivedisposed of (to the extent such Liens constitute Permitted Liens hereunder) in connection with such disposition or sale, (D) direct costs incurred to repair or improve such asset in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loansconnection with, and necessary for, such disposition, and (CE) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be an appropriate reserve for income taxes in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be accordance with GAAP in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinconnection therewith. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.17, each such prepayment shall be paid to the Lenders applied in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesSection 3.3(b).

Prepayments. (a) Each The Borrower from time to time may, upon three (3) Business Days’ notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 each Lender’s Percentage of that Facility; (ii) each prepayment of the Administrative Agent and received by Loans shall be made to the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on a Business Day, and funds received after that hour shall be deemed to have been received by the Administrative Agent on the next following Business Day; (Aiii) two Business Days prior to any date of each partial prepayment of Term SOFR Loans, (B) four Business Days (a LIBOR Loan or five, in the case of MetLife Fixed Rate Loan shall be accompanied by accrued interest on such partial prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on through the date of prepayment of Base Rate Loansand additional compensation calculated in accordance with Section 2.19; (iiiv) any each partial prepayment of Term SOFR Loans a LIBOR Loan shall be in an aggregate amount equal to the applicable minimum Loan amount specified in Section 2.8 and, after application of any such prepayment, shall not result in a principal LIBOR Loan remaining outstanding in an amount of $1,000,000 or a whole multiple thereofless than such minimum Loan amount; (iiiv) 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 thereof; and (iv) any each partial prepayment of Base Rate Loans shall be in a 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 and currency of such prepayment and the Type(s) of Loans apply all partial prepayments first, to be prepaid Revolving Term Advances, and, if second, to Term SOFR Loans or Alternative Currency A Advances and Term Rate Loans are B Advances, which prepayments shall be applied fifty percent to be prepaid, the Interest Period(sTerm A Advances and fifty percent to Term B Advances; and (vii) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given unless notified by the CompanyBorrower in writing to the contrary, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each each partial prepayment of the outstanding Revolving Term Loans pursuant to this Section 2.05(a) Facility shall be applied to the principal repayment installments thereof remaining commitment reductions due thereunder in the inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesmaturities.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from by the Company Parent Borrower to the Administrative AgentAgent pursuant to delivery of a Notice of Loan Prepayment, at any time or from time to time time, voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (A) two three (3) Business Days (or such shorter period as the Administrative Agent shall agree) prior to any date of prepayment of Term SOFR Loans, (B) four (4) Business Days (or fivefive (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, Loans and (C) on the date of prepayment of Base Rate Loans and Daily SOFR Loans; (ii) any prepayment of Term SOFR Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $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 of the Dollar Equivalent of which is $1,000,000 500,000 or a whole multiple of the Dollar Equivalent $100,000 in excess thereof; and (iv) any prepayment of Base Rate Loans or Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) ), Tranche and currency 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyParent Borrower, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Parent Borrower if such condition is not satisfied. Any prepayment of any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.18, each prepayment of the outstanding Term Loans made pursuant to this Section 2.05(aclause (a) shall be applied to made ratably among the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesapplicable Loans.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans and Term 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 the Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $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 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice a Notice of Loan Prepayment is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such 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 Committed Revolving Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from the Company 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 and Term 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 the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, LIBO Rate Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR LIBO Rate Loans of any Class shall be in a principal amount of $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 the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term 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 Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facilityprepayment. Subject to Section 2.05(h). If , if such notice is given by the CompanyLead Borrower, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such 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 applicable Class of maturity. Subject to Section 2.17, each such prepayment shall be paid to 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 each of FILO Loans, shall be applied to scheduled amortization payments thereof (including at final maturity) as directed by the relevant FacilitiesLead Borrower.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term 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 received by the Administrative Agent not later than 11:00 a.m. (Ax) two in the case of Revolving Credit Loans, 1:00 P.M. three Business Days prior to any date of prepayment of Term SOFR Loans, or (By) 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 Swing Line Loans, and (C) 9:30 A.M. on the date of prepayment of Base Rate Loansprepayment; and (ii) any prepayment (x) of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Revolving Credit Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 Borrowing Minimum or a whole multiple of the Dollar Equivalent thereof; Borrowing Multiple in excess thereof or, if less, the entire principal amount thereof then outstanding and (ivy) any prepayment of Base Rate Swing Line Loans shall be in 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 and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Facility Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of 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 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.,

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) Each any 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), Borrower may, upon notice from the Company 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 and Term 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 the Administrative Term Loan, plus (ii) 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 a bargain and not as a penalty) equal to: (i) 4% of the prepayment amount, if such prepayment is made on or before the one year anniversary of 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 before the two year anniversary of the Closing Date, and (iii) 1% of the prepayment amount, if such prepayment is made after the two year anniversary of 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 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 a Default or Event of Default; provided, that, the prepayment premium exclusion in this sentence shall 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 received by in accordance with Section 6.4 within the Administrative Agent not later than 11:00 a.m. Reinvestment Period (as defined in Section 6.4), or (y) the outstanding Obligations are paid in full either (A) two Business Days prior at the request of the Agent and/or Required Lenders solely as a result of an Event of Default pursuant to any date of prepayment of Term SOFR Loans, Section 8.1(k)(iii) or (B) four Business Days (or five, in at the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount election of the Dollar Equivalent Borrower after requesting in writing a consent and/or waiver to an Event of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required Default pursuant to Section 3.05. Each prepayment 8.1(k)(iii) (so long as such request is based upon a bona fide request or action by Kovner (as defined below) to purchase Stock in excess of the outstanding Term Loans what is permitted pursuant to this Section 2.05(a8.1(k)(iii)) shall which Agent and/or the Required Lenders have indicated in writing will not be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesgranted.