Common use of Revolving Credit Loans and Term Loans Clause in Contracts

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans or any Class of Term Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Eurocurrency RateTerm SOFR Loans or Quoted Rate Loan, as applicable and (B2) on the date of prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans or Quoted Rate Eurocurrency RateTerm SOFR Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Eurocurrency RateTerm SOFR Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Eurocurrency RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such Each prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class the principal repayment installments of Term Loans as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class)Borrower, and subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes Facilities. A notice of prepayment made pursuant to this Section 2.05(a)(i) may state that such notice is conditioned upon the occurrence of one or Facilitiesmore events specified therein, as applicablein which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans or any Class of Term Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans or Quoted Rate Loan, as applicable and (B2) on the date of prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans or Quoted Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s 's ratable portion of such prepayment (based on such Appropriate Lender’s 's Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted 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, as applicable. Subject to Section 2.16, each such Each prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class the principal repayment installments of Term Loans as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class)Borrower, and subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes Facilities. A notice of prepayment made pursuant to this Section 2.05(a)(i) may state that such notice is conditioned upon the occurrence of one or Facilitiesmore events specified therein, as applicablein which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice (A) Subject to the Administrative Agent terms and conditions of this Agreement, the Banks will make available to Borrower a revolving credit facility in an aggregate amount not to exceed the lesser of (x) the Available RCL Amount or (y) the Borrowing Base (the "Revolving Credit Loan Commitment"), pursuant to which each Bank may from time to time: (i) make revolving credit advances to Borrower or (ii) make revolving credit advances to the Subsidiary Borrowers (a "Subsidiary Borrower Revolving Credit Loan"), but in the aggregate, not to exceed the amount set forth on Schedule 6 (together with the Term Loan Commitment shown on Schedule 6, and as the same may be reduced by one or more assignments under Section 11.18, such Bank's "Commitment"). Any revolving credit advance made pursuant to the delivery Revolving Credit Loan Commitment as described in clauses (i) or (ii) of the immediately preceding sentence is referred to herein as a "Revolving Credit Loan." The amount otherwise available for borrowing under the Administrative Agent Revolving Credit Loan Commitment shall be reduced by: (i) the aggregate face amounts of a Notice all Letters of Loan Prepayment, at any time Credit issued by the Issuing Bank for the account of Borrower and outstanding or drawn but unreimbursed from time to time voluntarily prepay time, which shall in no event exceed $20,000,000 at any time, (ii) the amount of Subsidiary Borrower Revolving Credit Loans outstanding, which in no event shall exceed (x) $5,000,000 in the case of DMC and $3,000,000 in the case of Grain King or (y) $8,000,000 in the aggregate at any Class of Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loantime, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment $6,000,000 of Base Rate Debt of FarmPro, Inc. guaranteed by Borrower and (iv) the amount of Revolving Credit Loans outstanding. The face amount of all Letters of Credit issued by the Issuing Bank for the account of Borrower under the Original Loan Agreement that are outstanding or drawn but unreimbursed as of the date hereof shall be in a principal amount deemed Letters of $500,000 or a whole multiple of $100,000 in excess thereof orCredit issued pursuant to, in each caseand subject to the terms, if lessconditions and limitations of, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loansthis Agreement. The Administrative Revolving Credit Loan Commitment shall terminate on February 1, 2002 (the "Revolving Credit Loan Termination Date"). The Revolving Credit Loans made by each Bank shall be evidenced by one or more loan accounts or records maintained by such Bank in the ordinary course of business. The loan accounts or records maintained by Agent will promptly notify and each Appropriate Lender of its receipt of each such notice, Bank shall be conclusive and binding evidence of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant made by the Banks to this Section 2.05(a) Borrower and the interest and payments thereon, absent manifest error. Any failure so to record or any error in doing so shall be paid not, however, limit or otherwise affect the Obligations of Borrower hereunder to pay any amount owing with respect to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect Loans or Letter of each of the relevant Classes or Facilities, as applicableCredit Obligations.

Revolving Credit Loans and Term Loans. (A) The Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of and the Term Loans in whole or in part without premium or penalty, except that, in the event that on or prior to the date that is twelve months after the Closing Date, the Borrower makes any prepayment or repayment of Term Loans as a result of a Repricing Transaction or any amendment to this Agreement to effectuate a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, a prepayment premium in an amount equal to 1.00% of the amount of the Term Loans being so prepaid, repaid or refinanced or the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment and otherwise subject to the Repricing Transaction, as applicable; provided that (i1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 a.m. 2:00 p.m. (Aaa) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (Bbb) on the date of prepayment of Base Rate Loans; (ii2) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or Quoted a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); and (4) any prepayment of the Term Loan shall be applied to the remaining principal amortization payments in direct order of maturity. (B) Each such notice required by Section 2.05(a)(i)(A) above shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaid, and, in the case of prepayments of Eurodollar Rate Loans, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.. (ii)

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans or Quoted Rate LoanLoanLoans, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans, Term SOFR Loans or Quoted Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans, Term SOFR Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan, Term SOFR Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice (a) Subject to the Administrative Agent pursuant terms and conditions and relying upon the representations and warranties herein set forth, each Lender severally agrees to make loans ("Revolving Credit Loans") to the delivery to the Administrative Agent of a Notice of Loan Prepayment, Borrowers at any time or and from time to time voluntarily prepay on or after the date hereof and to but not including, the Termination Date, in an aggregate principal amount for all Borrowers as a whole not exceeding at any one time its Pro Rata Share of the Current Commitment at such time. The "Current Commitment" at any time shall be equal to the lesser of (A) $25,000,000, as such amount may have been reduced pursuant to the terms of this Agreement at such time, and (B) the Borrowing Base. No Lender shall have an obligation to make Revolving Credit Loans hereunder or arrange for the issuance of Letters of Credit on or after the Termination Date or which, when added to the aggregate amount of all outstanding and contemporaneous Revolving Credit Loans and the Letter of Credit Exposure at such time, would cause the aggregate amount of all Revolving Credit Loans and the Letter of Credit Exposure at any Class time to exceed the Current Commitment at such time. The "Termination Date" means the date on which the Revolving Credit Commitment of Term Loans each Lender expires as it may be extended from time to time pursuant to Section 10.20 hereof, which initially shall be May 21, 2002 (the "Initial Termination Date"). Within the limits of time and amount set forth in whole this Section 2.01, and subject to the provisions of this Agreement, the Borrowers may borrow, repay and reborrow hereunder. For the convenience of the parties, all notices (including, without limitation, Notices of Borrowing and notices pursuant to Article IX hereof and Section 10.20 hereof) and statements (including periodic statements pursuant to Section 2.08(b) hereof) to be given by or in part without premium to any Borrower shall be given by or penalty; provided that (i) to the Parent and all such notices and statements so given shall be binding upon all Borrowers whether or not the Parent shall have delivered a copy of such notice must be received to any Borrower. Without limiting the foregoing, notices under any Loan Document given by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans Parent shall be in a principal amount of $1,000,000 deemed to have been given to all Borrowers (whether or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, not the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and applicable provision of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant FacilityLoan Document so states). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. (A) The Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of and the Term Loans in whole or in part without premium or penalty, except that, in the event that on or prior to the date that is twelve months after the Closing Date, the Borrower makes any prepayment or repayment of Term Loans as a result of a Repricing Transaction or any amendment to this Agreement to effectuate a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, a prepayment premium in an amount equal to 1.00% of the amount of the Term Loans being so prepaid, repaid or refinanced or the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment and otherwise subject to the Repricing Transaction, as applicable; provided that (i1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 a.m. 2:00 p.m. (Aaa) (I) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate LoanLoans, as applicable and (BII) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (bb) on the date of prepayment of Base Rate Loans; (ii2) any such prepayment of Eurodollar Rate Loans or Quoted SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); and (4) any prepayment of the Term Loan shall be applied to the remaining principal amortization payments in direct order of maturity. (B) Each such notice required by Section 2.05(a)(i)(A) above shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate SOFR Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaid, and, in the case of prepayments of Eurodollar Rate Loans or SOFR Loans, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.. (ii)

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. (A) The Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of and the Term Loans in whole or in part without premium or penalty, except that, in the event that on or prior to the date that is twelve months after the Closing Date, the Borrower makes any prepayment or repayment of Term Loans as a result of a Repricing Transaction or any amendment to this Agreement to effectuate a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, a prepayment premium in an amount equal to 1.00% of the amount of the Term Loans being so prepaid, repaid or refinanced or the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment and otherwise subject to the Repricing Transaction, as applicable; provided that (i1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 a.m. 2:00 p.m. (Aaa) (I) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate LoanLoans, as applicable and (BII) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (bb) on the date of prepayment of Base Rate Loans; (ii2) any such prepayment of Eurodollar Rate Loans or Quoted SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date ); and amount of such prepayment and the Type(s(4) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) Loan shall be applied to such Class as directed by the Borrower (and absent any such direction, remaining principal amortization payments in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.maturity. 85 US-DOCS\136335661.3140506888.9

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class)Borrower, and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate Loan, as applicable and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans or Quoted Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class), and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.

Revolving Credit Loans and Term Loans. (A) The Borrower may, upon notice from the Borrower to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of and the Term Loans in whole or in part without premium or penalty, except that, in the event that on or prior to the date that is twelve months after the Closing Date, the Borrower makes any prepayment or repayment of Term Loans as a result of a Repricing Transaction or any amendment to this Agreement to effectuate a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders, a prepayment premium in an amount equal to 1.00% of the amount of the Term Loans being so prepaid, repaid or refinanced or the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment and otherwise subject to the Repricing Transaction, as applicable; provided that (i1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 a.m. 2:00 p.m. (Aaa) (I) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or Quoted Rate LoanLoans, as applicable and (BII) three U.S. Government Securities Business Days prior to any date of prepayment of SOFR Loans and (bb) on the date of prepayment of Base Rate Loans; (ii2) any such prepayment of Eurodollar Rate Loans or Quoted SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); and (4) any prepayment of the Term Loan shall be applied to the remaining principal amortization payments in direct order of maturity. (B) Each such notice required by Section 2.05(a)(i)(A) above shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Rate SOFR Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s ratable portion of such prepayment (based on such Appropriate Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable. Subject to Section 2.16, each such prepayment of the outstanding Term Loans of any Class pursuant to this Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such directionand, in direct order the case of maturity prepayments of remaining amortization payments of such Class)Eurodollar Rate Loans or SOFR Loans, and each prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes or Facilities, as applicable.84 US-DOCS\136335661.3

Revolving Credit Loans and Term Loans. The Borrower may, upon notice to the Administrative Agent pursuant to the delivery to the Administrative Agent of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans or any Class of Term Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans or Quoted Rate Loan, as applicable and (B2) on the date of prepayment of Base Rate Loans; (iiB) any prepayment of Eurodollar Rate Loans or Quoted Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Quoted Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) or Quoted Rate Period, as applicable, of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Appropriate Lender’s 's ratable portion of such prepayment (based on such Appropriate Lender’s 's Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Quoted Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section ‎Section 3.05, as applicable. Subject to Section 2.16, each such Each prepayment of the outstanding Term Loans of any Class pursuant to this Section ‎Section 2.05(a) shall be applied to such Class as directed by the Borrower (and absent any such direction, in direct order of maturity of remaining amortization payments of such Class)between the Dollar Term Loans and/or the Yen Term Loans to the principal repayment installments thereof as directed by the Borrower, and subject to ‎Section 2.16, each such prepayment of the outstanding Term Loans of any Class or the Revolving Credit Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Classes Facilities. A notice of prepayment made pursuant to this ‎Section 2.05(a)(i) may state that such notice is conditioned upon the occurrence of one or Facilitiesmore events specified therein, as applicablein which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied.