Common use of Right to Prepay Clause in Contracts

Right to Prepay. The Borrowers shall have the right at their option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrowers desire to prepay any part of the Loans, the Administrative Borrower shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or Term Loans or no later than 1:00 p.m. Eastern time on the date of prepayment of Swing Loans, setting forth the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR applies; and (d) the total principal amount of such prepayment, which shall not be less than $100,000 for any Swing Loan or $500,000 for any Term Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] shall be applied to unpaid installments of principal of the Term Loans as directed by the

Right to Prepay. The Borrowers Borrower shall have the right at their its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [4.4.2 (Replacement of a Lender] below, Bank) below or in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity]4.6 (Additional Compensation in Certain Circumstances)). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. no later than (A) 11:00 a.m., Eastern time time, at least one two (12) Business Day Days prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or Term Loans or no later than 1:00 p.m. (C) 2:00 p.m., Eastern time time, on the date of prepayment of Swing Loans, setting forth the following information: (ax) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (by) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans, Term Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR applies; and (dz) the total principal amount of such prepayment, which shall not be less than (i) $100,000 and in increments of $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Term LoanRevolving Credit Loan to which the LIBO-Rate Option applies. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Except as provided in Section 3.4.3 (Agent's and Bank's Rights), if the Borrower prepays a Loan prepayments permitted pursuant but fails to this Section 5.6.1 [Right to Prepay] specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to unpaid installments of principal of Swing Loans, then to Loans to which the Term Base Rate Option applies, and then to Loans as directed by theto which the LIBO-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.

Right to Prepay. The Borrowers Company shall have the right at their its option from time to time to prepay any of the Loans in whole or in part without premium or penalty (penalty, except as may be otherwise set forth in a Note and except as provided in Section 5.6.2 [Replacement of a Lender] belowSections 3.1, in Section 5.8 [Increased Costs] 3.4 and Section 5.10 [Indemnity])11.2. Whenever the Borrowers desire Company desires to prepay all or any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time (Mountain time) at least one three (13) Business Day Days prior to the date of prepayment of any Loans to which the Revolving Credit Loans LIBOR Option or Term Loans or no later than the Quoted Rate Option applies and by 1:00 p.m. Eastern time (Mountain time) on the date same Business Day of prepayment of Swing Loansany Loans to which the LIBOR Index Option applies, setting forth in each case the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loansvarious Facilities (if more than one hereunder); (c) a statement indicating the application of the prepayment between among Loans to which the Base Quoted Rate Option applies, Loans to which the LIBOR Index Option applies and Loans to which Term SOFR the LIBOR Option applies; and (d) the total principal amount of such prepayment, which shall not be less than in the minimum principal amount of the lesser of (i) $100,000 for any Swing each Loan or $500,000 for any Term Loan(ii) the then outstanding amount of the Loan being prepaid. All Unless otherwise agreed to by Agent, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate LIBOR Index Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All If a Term Loan is included among the Facilities, all prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] made under any Term Loan shall be applied (a) first, to the unpaid installments of principal thereunder scheduled to be paid within 365 days after such prepayment, in the order of scheduled maturities, and (b) second, to the unpaid installments of principal thereunder scheduled to be paid 366 days or more after such prepayment, in the inverse order of scheduled maturities. Except as otherwise provided in this Agreement or a Note, if the Company prepays a Loan but fails to specify the applicable Loan which the Company is prepaying, the prepayment shall be applied (i) first to Loans made under the Revolving Credit Facility, second to the Revolving Term Facility, and third to the Term Loan; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans as directed by theto which the LIBOR Index Option applies, then to Loans to which the LIBOR Option applies and then to Loans to which the Quoted Rate Option applies. Any prepayment of a Loan under the LIBOR Option or the Quoted Rate Option shall be subject to the Company’s obligation to indemnify Lender for break funding damages and costs to the extent provided in Section 3.4.

Right to Prepay. The Borrowers Borrower shall have the right at their its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 4.4.2 [Replacement of a Lender] below, below or in Section 5.8 4.6 [Increased Costs] and Section 5.10 [IndemnityAdditional Compensation in Certain Circumstances]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. no later than (A) 11:00 a.m., Eastern time time, at least one two (12) Business Day Days prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or Term Loans or no later than 1:00 p.m. (C) 2:00 p.m., Eastern time time, on the date of prepayment of Swing Loans, setting forth the following information: (ax) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (by) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans, Term Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR applies; and (dz) the total principal amount of such prepayment, which shall not be less than (i) $100,000 and in increments of $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Term LoanRevolving Credit Loan to which the LIBO-Rate Option applies. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Except as provided in Section 3.4.3 [Agent's and Lender's Rights], if the Borrower prepays a Loan prepayments permitted pursuant but fails to this Section 5.6.1 [Right to Prepay] specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to unpaid installments of principal of Swing Loans, then to Loans to which the Term Base Rate Option applies, and then to Loans as directed by theto which the LIBO-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Lenders under Section 4.6.2 [Indemnity].

Right to Prepay. The Borrowers Company shall have the right at their its option from time to time to prepay any of the Loans in whole or in part without premium or penalty (penalty, except as may be otherwise set forth in a Note and except as provided in Section 5.6.2 [Replacement of a Lender] belowSections 3.1, in Section 5.8 [Increased Costs] 3.4 and Section 5.10 [Indemnity])11.2. Whenever the Borrowers desire Company desires to prepay all or any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time (Mountain time) (a) at least three (3) Business Days prior to the date of prepayment of any Loans to which the LIBOR Option or the Quoted Rate Option applies, (b) at least one (1) Business Day prior to the date of prepayment of any Loans to which the Revolving Credit Loans or Term Loans or no later than 1:00 p.m. Eastern time Daily Simple SOFR Rate Option applies and (c) on the date same Business Day of prepayment of Swing Loansany Loans to which the LIBOR Index Option applies, setting forth in each case the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loansvarious Facilities (if more than one hereunder); (c) a statement indicating the application of the prepayment between among Loans to which the Base Quoted Rate Option applies, Loans to which the LIBOR Index Option applies, Loans to which the LIBOR Option applies and Loans to which Term the Daily Simple SOFR Rate Option applies; and (d) the total principal amount of such prepayment, which shall not be less than in the minimum principal amount of the lesser of (i) $100,000 for any Swing each Loan or $500,000 for any Term Loan(ii) the then outstanding amount of the Loan being prepaid. All Unless otherwise agreed to by Agent, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate LIBOR Index Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All If a Term Loan is included among the Facilities, all prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] made under any Term Loan shall be applied (a) first, to the unpaid installments of principal thereunder scheduled to be paid within 365 days after such prepayment, in the order of scheduled maturities, and (b) second, to the unpaid installments of principal thereunder scheduled to be paid 366 days or more after such prepayment, in the inverse order of scheduled maturities. Except as otherwise provided in this Agreement or a Note, if the Company prepays a Loan but fails to specify the applicable Loan which the Company is prepaying, the prepayment shall be applied (i) first to Loans made under the Revolving Credit Facility, second to the Revolving Term Facility, and third to the Term Loan; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans as directed by theto which the LIBOR Index Option applies, then to Loans to which the Daily Simple SOFR Rate Option applies, then to Loans to which the LIBOR Option applies and then to Loans to which the Quoted Rate Option applies. Any prepayment of a Loan under the LIBOR Option or the Quoted Rate Option shall be subject to the Company’s obligation to indemnify Lender for break funding damages and costs to the extent provided in Section 3.4.”

Right to Prepay. The Borrowers Company shall have the right at their its option from time to time to prepay any of the Loans in whole or in part without premium or penalty (penalty, except as may be otherwise set forth in a Note and except as provided in Section 5.6.2 [Replacement Sections 3.1, 3.4 and 11.2; provided, that the Company agrees, upon any prepayment of the Loans or reduction or termination of the Revolving Term Commitment prior to September 1, 2019 in connection with third party financing received by the Company, to pay Agent for the account of Lender a Lender] belowprepayment penalty equal to 2.0% of the amount of such prepayment, in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity])reduction or termination. Whenever the Borrowers desire Company desires to prepay all or any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time (Mountain time) at least one three (13) Business Day Days prior to the date of prepayment of the Revolving Credit any Loans or Term Loans or no later than to which Quoted Rate Option applies and by 1:00 p.m. Eastern time (Mountain time) on the date same Business Day of prepayment of Swing Loansany Loans to which the LIBOR Index Option applies, setting forth in each case the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loansvarious Facilities (if more than one hereunder); (c) a statement indicating the application of the prepayment between among Loans to which the Base Quoted Rate Option applies and Loans to which Term SOFR the LIBOR Index Option applies; and (d) the total principal amount of such prepayment, which shall not be less than in the minimum principal amount of the lesser of (i) $100,000 for any Swing each Loan or $500,000 for any Term Loan(ii) the then outstanding amount of the Loan being prepaid. All Unless otherwise agreed to by Agent, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate LIBOR Index Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All If a Term Loan is included among the Facilities, all prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] made under any Term Loan shall be applied (a) first, to the unpaid installments of principal thereunder scheduled to be paid within 365 days after such prepayment, in the order of scheduled maturities, and (b) second, to the unpaid installments of principal thereunder scheduled to be paid 366 days or more after such prepayment, in the inverse order of scheduled maturities. Except as otherwise provided in this Agreement or a Note, if the Company prepays a Loan but fails to specify the applicable Loan which the Company is prepaying, the prepayment shall be applied (i) first to Loans made under the Revolving Term Facility, and then to the Term Loan; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans as directed by theto which the LIBOR Index Option applies and then to Loans to which the Quoted Rate Option applies. Any prepayment of a Loan under the Quoted Rate Option shall be subject to the Company’s obligation to indemnify Lender for break funding damages and costs to the extent provided in Section 3.4.

Right to Prepay. The Borrowers shall have the right at their option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 4.6.2 [Replacement of a Lender] below], in Section 5.8 4.8 [Increased Costs] and Section 5.10 4.10 [Indemnity]). Whenever the Borrowers desire any Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 2:00 p.m. Eastern time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or Term Loans denominated in Dollars, and at least four (4) Business Days prior to the date of prepayment of Optional Currency Loans, or no later than 1:00 2:00 p.m. Eastern time on the date of prepayment of Swing Loans, setting forth the following information: (ai) the applicable Borrower making the payment; (ii) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (biii) the currency in which such payment shall be made; (iv) if such prepayment is to be made in Dollars, a statement indicating the application of the prepayment between the Swing Loans (if the applicable Borrower is the Lead Borrower) and the Revolving Credit Loans, Term Loans and Swing Loans; (cv) if such prepayment is to be made in Dollars, a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR the Euro-Rate Option applies; and (dvi) the total principal amount of such prepayment, which (i) with respect to Revolving Credit Loans shall be in integral multiples of One Million and 00/100 Dollars ($1,000,000.00) and not be less than Five Million and 00/100 Dollars ($100,000 5,000,000.00) (or in each case, the Dollar Equivalent thereof) for any each Borrowing Tranche to which the LIBOR Rate Option applies and in integral multiples of Five Hundred Thousand and 00/100 Dollars ($500,000.00) and not less than the lesser of One Million and 00/100 Dollars ($1,000,000.00) or the outstanding principal amount of Revolving Credit Loans to which the Base Rate Option applies and (ii) with respect to Swing Loan Loans, not less than the lesser of One Hundred Thousand and 00/100 Dollars ($100,000.00) or $500,000 for any Term Loanthe outstanding principal amount of the Swing Loans. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant Except as provided in Section 3.4.4 [Administrative Agent's and Lender's Rights] and subject to this Section 5.6.1 10.13 [Right to Prepay] shall be applied to unpaid installments Bifurcation of principal of the Term Loans as directed by theObligations], if any Borrower 223667699

Right to Prepay. The Borrowers Company shall have the right at their its option from time to time to prepay any of the Loans in whole or in part without premium or penalty (penalty, except as may be otherwise set forth in a Note and except as provided in Section 5.6.2 [Replacement Sections 3.1, 3.4 and 10.2; provided, that the Company agrees, upon any prepayment of the Loans or reduction or termination of the Revolving Term Commitment or Support L/C Facility Amount (a) prior to December 1, 2017 in connection with third party financing received by the Company, to pay CoBank a Lender] belowprepayment penalty equal to 2.0% of the amount of such prepayment, reduction or termination and (b) on or after December 1, 2017 but prior to December 1, 2018 in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity])connection with third party financing received by the Company, to pay CoBank a prepayment penalty equal to 1.0% of the amount of such prepayment, reduction or termination. Whenever the Borrowers desire Company desires to prepay all or any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent CoBank by 1:00 p.m. Eastern time (Mountain time) at least one three (13) Business Day Days prior to the date of prepayment of any Loans to which the Revolving Credit Loans or Term Loans or no later than Quoted Rate Option applies and by 1:00 p.m. Eastern time (Mountain time) on the date same Business Day of prepayment of Swing Loansany Loans to which the LIBOR Index Option applies, setting forth in each case the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loansvarious Facilities (if more than one hereunder); (c) a statement indicating the application of the prepayment between among Loans to which the Base Quoted Rate Option applies and Loans to which Term SOFR the LIBOR Index Option applies; and (d) the total principal amount of such prepayment, which shall not be less than in the minimum principal amount of the lesser of (i) $100,000 for any Swing each Loan or $500,000 for any Term Loan(ii) the then outstanding amount of the Loan being prepaid. All Unless otherwise agreed to by CoBank, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate LIBOR Index Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Except as otherwise provided in this Agreement or a Note, if the Company prepays a Loan prepayments permitted pursuant but fails to this Section 5.6.1 [Right to Prepay] specify the applicable Loan which the Company is prepaying, the prepayment shall be applied (i) first to unpaid installments Loans made under the Revolving Term Loan and then to the Support L/C Facility Loan; and (ii) after giving effect to the allocations in clause (i) above, first to Loans to which the LIBOR Index Option applies and then to Loans to which the Quoted Rate Option applies. Any prepayment of principal of a Loan under the Term Loans as directed by theQuoted Rate Option shall be subject to the Company’s obligation to indemnify CoBank for break funding damages and costs to the extent provided in Section 3.4.

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time time(a) to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] belowSections 3.1, in Section 5.8 [Increased Costs] 3.5 and Section 5.10 [Indemnity]11.3). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent (A) by 1:00 p.m. Eastern time 11:00 a.m. at least three (3) U.S. Government Securities Business Days prior to the date of prepayment of LIBORTerm SOFR Rate Loans, (B) by 11:00 a.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Base Rate Loans or Term Loans or (C) no later than 1:00 2:00 p.m. Eastern time on the date of prepayment of Swing Line Loans, in each case, setting forth the following information: (a) the date, which shall be a Business Day, on which the proposed proposed(i) prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans among Class of(ii) Loan and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR appliesBorrowings; and (d) the total principal amount of such prepayment, which shall not be less less(iii) than $100,000 for the lesser of the following with respect to any Swing Class of Loan: (A) the then outstanding principal amount of such Class of Loan or (B) $500,000 for 1,000,000 (provided, that the amount of any Term Loanprepayment to which this Section 2.12(a)(iii)(B) applies shall be in integral multiples of $500,000). All Except as otherwise expressly provided herein with respect to refinancings, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan So long as no Event of Default has occurred and is continuing, prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] 2.12 shall be applied to the Revolving Credit Facility or the Term Loans or the Incremental Term Loans as the Borrower may direct (provided, that the Term Loans and the Incremental Term Loans are prepaid pro rata). Prepayments pursuant to this Section 2.12 of the Term Loans and Incremental Term Loans shall be applied pro rata to the unpaid installments of principal of the Term Loans as directed and Incremental Term Loans in the inverse order of scheduled maturities (for the avoidance of doubt, including application to any balloon payment due and payable on the applicable Maturity Date). If the Borrower prepays a Loan but fails to specify the applicable Class and/or Borrowing that the Borrower intends to prepay or if an Event of Default has occurred and is continuing, then such prepayment shall be applied first, ratably to all outstanding Revolving Loans that are Base Rate Loans, second, ratably to all outstanding Revolving Loans that are LIBORTerm SOFR Rate Loans, third, ratably to all outstanding Term Loans and Incremental Term Loans that are Base Rate Loans, and fourth, ratably to all outstanding Term Loans and Incremental Term Loans that are LIBORTerm SOFR Rate Loans. Any prepayment hereunder (A) shall include all interest and fees due and payable with respect to the Loan being prepaid (unless other arrangements with respect to the payment of such interest and fees satisfactory to the applicable Lenders in their sole discretion have been made) and (B) shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 3.5. Notwithstanding the foregoing, any prepayment notice delivered in connection with any proposed refinancing of all of the Facilities may be, if expressly so stated in the applicable prepayment notice, contingent upon the consummation of such refinancing, and (x) the repayment date therefor may be amended from time to time by thenotice from the Borrower to the Administrative Agent and/or (y) such prepayment notice may be revoked by the Borrower in the event such 68

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 4.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased 4.8[Increased Costs] and Section 5.10 4.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time (A) at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or Term Loans denominated in Dollars, and(B) at least four (4) Business Days prior to the date of prepayment of any Optional Currency Loans, or (C) no later than 1:00 p.m. Eastern time on the date of prepayment of Swing Loans, in each case setting forth the following information: (aw) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (bx) a statement indicating the application of the prepayment between the Revolving Credit LoansLoans and, Term Swing Loans and Swing Term Loans; (cy) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans and Optional Currencies to which Term SOFR the Euro-Rate Option applies; and (dz) the total principal amount of such prepayment, which shall not be less than $100,000 the lesser of (i) the Revolving Facility Usage or (ii) Five Hundred Thousand for any Swing Loan or Five Million and 00/100 Dollars ($500,000 5,000,000.00) for any Revolving Credit Loan or Term Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.6.1 4.6.1 [Right to Prepay] shall be applied to the unpaid installments of principal of the Term Loans in the inverse order of scheduled maturities. Except as directed by provided in Section 3.4.4 [Administrative Agent's and Lender's Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity]5.10). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or Term Loans or no later than 1:00 p.m. Eastern time on the date of prepayment of Swing Loans, setting forth the following information: (ai) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (bii) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loans; (ciii) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR the LIBOR Rate Option applies; and (div) the total principal amount of such prepayment, which shall not be less than the lesser of (A) the Revolving Facility Usage or (B) $100,000 for any Swing Loan or $500,000 for any Revolving Credit Loan or Term Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] shall be applied to the remaining unpaid installments of principal of the Term Loans on a pro rata basis. Except as directed by theprovided in Section 4.4.3, if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Revolving Credit Loans and then, second, to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10.

Right to Prepay. The Borrowers Borrower shall have the right at their its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [4.4.2 (Replacement of a Lender] below, Bank) below or in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity]4.6 (Additional Compensation in Certain Circumstances)). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. no later than (A) 11:00 a.m., Eastern time time, at least one two (12) Business Day Days prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or Term Loans or no later than 1:00 p.m. (C) 2:00 p.m., Eastern time time, on the date of prepayment of Swing Loans, setting forth the following information: (ax) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (by) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans, Term Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR applies; and (dz) the total principal amount of such prepayment, which shall not be less than (i) $100,000 and in increments of $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Term LoanRevolving Credit Loan to which the LIBO-Rate Option applies. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Except as provided in Section 3.4.3 (Agent's and Bank's Rights), if the Borrower prepays a Loan prepayments permitted pursuant but fails to this Section 5.6.1 [Right to Prepay] specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to unpaid installments of principal of Swing Loans, then to Loans to which the Term Base Rate Option applies, and then to Loans as directed by theto which the LIBO- Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.

Right to Prepay. The Borrowers Company shall have the right at their its option from time to time to prepay any of the Loans in whole or in part without premium or penalty (penalty, except as may be otherwise set forth in a Note and except as provided in Section 5.6.2 [Replacement Sections 3.1, 3.4 and 11.2; provided, that the Company agrees, upon any prepayment of the Loans or reduction or termination of the Revolving Term Commitment prior to December 1, 2018 in connection with third party financing received by the Company, to pay Agent for the account of Lender a Lender] belowprepayment penalty equal to 2.0% of the amount of such prepayment, in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity])reduction or termination. Whenever the Borrowers desire Company desires to prepay all or any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time (Mountain time) at least one three (13) Business Day Days prior to the date of prepayment of the Revolving Credit any Loans or Term Loans or no later than to which Quoted Rate Option applies and by 1:00 p.m. Eastern time (Mountain time) on the date same Business Day of prepayment of Swing Loansany Loans to which the LIBOR Index Option applies, setting forth in each case the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loansvarious Facilities (if more than one hereunder); (c) a statement indicating the application of the prepayment between among Loans to which the Base Quoted Rate Option applies and Loans to which Term SOFR the LIBOR Index Option applies; and (d) the total principal amount of such prepayment, which shall not be less than in the minimum principal amount of the lesser of (i) $100,000 for any Swing each Loan or $500,000 for any Term Loan(ii) the then outstanding amount of the Loan being prepaid. All Unless otherwise agreed to by Agent, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate LIBOR Index Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All If a Term Loan is included among the Facilities, all prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] made under any Term Loan shall be applied (a) first, to the unpaid installments of principal thereunder scheduled to be paid within 365 days after such prepayment, in the order of scheduled maturities, and (b) second, to the unpaid installments of principal thereunder scheduled to be paid 366 days or more after such prepayment, in the inverse order of scheduled maturities. Except as otherwise provided in this Agreement or a Note, if the Company prepays a Loan but fails to specify the applicable Loan which the Company is prepaying, the prepayment shall be applied (i) first to Loans made under the Revolving Term Facility, and then to the Term Loan; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans as directed by theto which the LIBOR Index Option applies and then to Loans to which the Quoted Rate Option applies. Any prepayment of a Loan under the Quoted Rate Option shall be subject to the Company’s obligation to indemnify Lender for break funding damages and costs to the extent provided in Section 3.4.

Right to Prepay. The Borrowers Company shall have the right at their its option from time to time to prepay any of the Loans in whole or in part without premium or penalty (penalty, except as may be otherwise set forth in a Note and except as provided in Section 5.6.2 [Replacement Sections 3.1, 3.4 and 11.2; provided, that the Company agrees, upon any prepayment of the Loans or reduction or termination of the Revolving Term Commitment prior to July 1, 2016 in connection with third party financing received by the Company, to pay Agent for the account of Lender a Lender] belowprepayment penalty equal to 2.0% of the amount of such prepayment, in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity])reduction or termination. Whenever the Borrowers desire Company desires to prepay all or any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time (Mountain time) at least one three (13) Business Day Days prior to the date of prepayment of any Loans to which the Revolving Credit Loans LIBOR Option or Term Loans or no later than the Quoted Rate Option applies and by 1:00 p.m. Eastern time (Mountain time) on the date same Business Day of prepayment of Swing Loansany Loans to which the LIBOR Index Option applies, setting forth in each case the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loansvarious Facilities (if more than one hereunder); (c) a statement indicating the application of the prepayment between among Loans to which the Base Quoted Rate Option applies, Loans to which the LIBOR Index Option applies and Loans to which Term SOFR the LIBOR Option applies; and (d) the total principal amount of such prepayment, which shall not be less than in the minimum principal amount of the lesser of (i) $100,000 for any Swing each Loan or $500,000 for any Term Loan(ii) the then outstanding amount of the Loan being prepaid. All Unless otherwise agreed to by Agent, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate LIBOR Index Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All If a Term Loan is included among the Facilities, all prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] made under any Term Loan shall be applied (a) first, to the unpaid installments of principal thereunder scheduled to be paid within 365 days after such prepayment, in the order of scheduled maturities, and (b) second, to the unpaid installments of principal thereunder scheduled to be paid 366 days or more after such prepayment, in the inverse order of scheduled maturities. Except as otherwise provided in this Agreement or a Note, if the Company prepays a Loan but fails to specify the applicable Loan which the Company is prepaying, the prepayment shall be applied (i) first to Loans made under the Revolving Term Facility, and then to the Term Loan; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans as directed by theto which the LIBOR Index Option applies, then to Loans to which the LIBOR Option applies and then to Loans to which the Quoted Rate Option applies. Any prepayment of a Loan under the LIBOR Option or the Quoted Rate Option shall be subject to the Company’s obligation to indemnify Lender for break funding damages and costs to the extent provided in Section 3.4.

Right to Prepay. The Borrowers Borrower shall have the right at their its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 4.4.2 [Replacement of a LenderBank] below, below or in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity]4.6 (Additional Compensation in Certain Circumstances)). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. no later than (A) 11:00 a.m., Eastern time time, at least one two (12) Business Day Days prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or Term Loans or no later than 1:00 p.m. (C) 2:00 p.m., Eastern time time, on the date of prepayment of Swing Loans, setting forth the following information: (ax) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (by) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans, Term Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR applies; and (dz) the total principal amount of such prepayment, which shall not be less than (i) $100,000 and in increments of $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Term LoanRevolving Credit Loan to which the LIBO-Rate Option applies. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Except as provided in Section 3.4.3 (Agent's and Bank's Rights), if the Borrower prepays a Loan prepayments permitted pursuant but fails to this Section 5.6.1 [Right to Prepay] specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to unpaid installments of principal of Swing Loans, then to Loans to which the Term Base Rate Option applies, and then to Loans as directed by theto which the LIBO-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 5.6(b) [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or that bear interest at the Base Rate Option and at least three (3) Business Days prior to the date of prepayment of the Revolving Credit Loans that bear interest at the Term Loans SOFR Rate Option, or no later than 1:00 p.m. Eastern time on the date of prepayment of Swing Loans, setting forth the following information: (aw) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (bx) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loans; (cy) if applicable, a statement indicating the application of the prepayment between the between Loans to which the Base Rate Option applies, Loans to which the Term SOFR Rate Option applies and Loans to which Term the Daily SOFR Option applies; and (dz) the total principal amount of such prepayment, which shall not be less than the lesser of (i) the Revolving Credit Loans, or (ii) $100,000 for any Swing Loan or $500,000 for any Term Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Except as provided in Section 4.4(c) [Administrative Agent’s and Xxxxxx’s Rights], if the Borrower prepays a Loan prepayments permitted pursuant but fails to this Section 5.6.1 [Right to Prepay] specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to unpaid installments of principal of the Term Loans as directed by theBase Rate Loans, then to Daily

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 4.6.2 [Replacement of a Lender] below, in Section 5.8 4.8 [Increased Costs] and Section 5.10 4.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the LoansLoans (except as required pursuant to Section 4.7.3 or 4.7.8), the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time (A) at least one (1) Business Day prior to the date of prepayment of the LIFO Loans, Revolving Credit Loans or Term Loans denominated in Dollars, (B) at least four (4) Business Days prior to the date of prepayment of any Optional Currency Loans, or (C) no later than 1:00 p.m. Eastern time on the date of prepayment of Swing Loans, in each case setting forth the following information: (aw) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (bx) a statement indicating the application of the prepayment between the LIFO Loans, Revolving Credit Loans, Term Swing Loans and Swing Term Loans; (cy) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans and Optional Currencies to which Term SOFR the Euro-Rate Option applies; and (dz) the total principal amount of such prepayment, which shall not be less than $100,000 for any Swing Loan or $500,000 for any Term Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] shall be applied to unpaid installments of principal of the Term Loans as directed by the- 13 - 131832.01464/109680341v.4

Right to Prepay. The Borrowers So long as the Borrower has repaid any unreimbursed LC Disbursements, the Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part part, without premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and ], or Section 5.10 [Indemnity] or Section 5.6.4 [Prepayment Premium]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the applicable Administrative Agent by 1:00 p.m. Eastern time at least one three (13) Business Day Days prior to the date of prepayment of the Revolving Credit Loans or to which the Term Loans SOFR Rate Option applies or no later than 1:00 p.m. Eastern time 11:00 a.m. on the date of prepayment of Swing LoansLoans to which the Base Rate Option applies, setting forth the following information: (a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between among the Revolving Credit Loans, Term Loans and Swing Classes of Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the Term SOFR Rate Option applies; and (d) the total principal amount of such prepayment, which ; provided that any partial prepayment of the Loans of any Class shall be in an amount not be less than (i) with respect to Swing Loans, $100,000 for and (ii) in the case of Loans of any Swing Loan or other Class, $500,000 for any Term Loan5,000,000. All prepayment notices shall be irrevocable, except that any notice of voluntary prepayment may state that such notice is conditional upon the consummation of a financing transaction, in which case such notice of prepayment may be revoked or delayed by the Borrower (by notice to the applicable Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] shall be applied to unpaid installments the remaining Principal Amortization Paymentsamortization payments as set forth in the applicable Additional Credit Extension Amendment of principal each Class as directed in writing by the Borrower to the applicable Administrative Agent (or if no such direction, ratably to the remaining Principal Amortization Paymentsamortization payments of such Class). Except as provided in Section 4.4.3 [Administrative Agent’s and Xxxxxx’s Rights], if the Borrower prepays a Loan under this Section 5.6.1 but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Swing Loans, second to Revolving Credit Loans and third to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding two sentences, first to Loans to which the Base Rate Option applies, then to Loans to which the Term Loans as directed by theSOFR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s obligation to indemnify the Lenders under Section 5.10 [Indemnity].

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] below, in Section 5.8 5.8.1 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or Term Loans or no later than 1:00 p.m. Eastern time on the date of prepayment of Swing Loans, setting forth the following information: (ai) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (bii) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loans; (ciii) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR the LIBOR Rate Option applies; and (div) the total principal amount of such prepayment, which shall not be less than the lesser of (i) (ii) $100,000 for any Swing Loan or (ii) $500,000 1,000,000 for any Term Revolving Credit Loan (or any lesser amount which constitutes the remaining amount of such Loan). All prepayment notices shall be irrevocable, provided that any prepayment notice 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 Borrower if such condition is not satisfied. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Except as provided in Section 4.4.3 [Administrative Agent's and Lender's Rights], if the Borrower prepays a Loan prepayments permitted pursuant but fails to this Section 5.6.1 [Right to Prepay] specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to unpaid installments of principal of Loans to which the Term Base Rate Option applies, then to Loans as directed by theto which the LIBOR Rate Option applies. 49

Right to Prepay. The Borrowers Subject to the terms of the Intercreditor Agreement and the First Lien Credit Agreement (but without regard to any amendment to any provision of the Intercreditor Agreement that would further restrict the ability of the Borrower to repay of the Term Loans, unless such amendment is agreed to in writing by the Borrower), the Borrower shall have the right at their its option from time to time to prepay the Term Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] belowSections 2.7(b), in Section 5.8 [Increased Costs] 11.3 and Section 5.10 [Indemnity]3.1). Whenever the Borrowers desire Borrower desires to prepay any part of the Term Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time 11:00 a.m. at least one two (12) Business Day Days prior to the date of prepayment of the Revolving Credit Loans or Term Loans or no later than 1:00 p.m. Eastern time on the date of prepayment of Swing Loans, setting forth the following information: (ax) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (b) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR applies; and (dy) the total principal amount of such prepayment, which shall not be less than $100,000 for any Swing Loan or $500,000 for any Term Loan. All prepayment notices shall be irrevocable. The principal amount of the Term Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant Any prepayment hereunder shall include all interest and fees due and payable with respect to this Section 5.6.1 [Right to Prepay] shall be applied to unpaid installments of principal of the Term Loans as directed being prepaid (including the Prepayment Premium). Together with each prepayment under this Section 2.12, the Borrower shall pay the Prepayment Premium (if any Prepayment Premium is due under Section 2.7(b)). Notwithstanding the foregoing, any prepayment notice delivered in connection with any proposed refinancing of the Second Lien Credit Facility may be, if expressly so stated in the applicable prepayment notice, contingent upon the consummation of such refinancing, and (x) the repayment date therefor may be amended from time to time by thenotice from the Borrower to the Administrative Agent and/or (y) such prepayment notice may be revoked by the Borrower in the event such refinancing is not consummated.

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased 5.8[Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or Term Loans denominated in Dollars, and at least four (4) Business Days prior to the date of prepayment of any Optional Currency Loans, or no later than 1:00 p.m. Eastern time on the date of prepayment of Swing Loans, setting forth the following information: (aw) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (bx) a statement indicating the application of the prepayment between the Revolving Credit Loans, Term Loans and Swing Loans; (cy) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans and Optional Currencies to which Term SOFR the Euro Rate Option applies; and (dz) the total principal amount of such prepayment, which shall not be less than the lesser of (i) the Revolving Facility Usage or (ii) $100,000 for any Swing Loan or $500,000 100,000 for any Term Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Except as provided in Section 4.4.4 [Administrative Agent's and Lender's Rights], if the Borrower prepays a Loan prepayments permitted pursuant but fails to this Section 5.6.1 [Right to Prepay] specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to unpaid installments of principal of Revolving Credit Loans; and (ii) after giving effect to the Term allocations in clause (i) above and in the preceding sentence, first to the Revolving Credit Loans as to which the Base Rate Option applies, then to Revolving Credit Loans which are not Optional Currency Loans to which the Euro Rate Option applies, then to Optional Currency Loans, then to Swing Loans to which the Base Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Lenders under Section 5.10 [Indemnity]. Prepayments shall be made in the currency in which such Loan was made unless otherwise directed by thethe Administrative Agent or agreed to by the Required Lenders. 5.6.2

Right to Prepay. The Borrowers shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.6.2 [Replacement of a LenderBank] below, in Section 5.8 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrowers desire to prepay any part of the Loans, the Administrative Borrower it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern time 11:00a.m. at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or Term Loans denominated in Dollars, and at least four (4) Business Days prior to the date of prepayment of Optional Currency Loans, or no later than 1:00 p.m. Eastern time 11:00a.m. on the date of prepayment of Swing Loans, setting forth the following information: (ai) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (bii) the currency in which such payment shall be made; (iii) if such prepayment is to be made in Dollars, a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans, Term Loans and Swing Loans; (civ) if such prepayment is to be made in Dollars, a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR the Eurocurrency Rate Option applies; and (dv) the total principal amount of such prepayment, which (i) with respect to Revolving Credit Loans shall be in integral multiples of One Million and 00/100 Dollars ($1,000,000.00) and not be less than Five Million and 00/100 Dollars ($100,000 5,000,000.00) (or in each case, the Dollar Equivalent thereof) for any each Borrowing Tranche to which the Eurocurrency Rate Option applies and in integral multiples of Five Hundred Thousand and 00/100 Dollars ($500,000.00) and not less than the lesser of One Million and 00/100 Dollars ($1,000,000.00) or the outstanding principal amount of Revolving Credit Loans to which the Base Rate Option applies and (ii) with respect to Swing Loan Loans, not less than the lesser of One Hundred Thousand and 00/100 Dollars ($100,000.00) or $500,000 for any Term Loanthe outstanding principal amount of the Swing Loans. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount amount, except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Except as provided in Section 4.4.3 [Administrative Agent's and Bank's Rights] and subject to Section 11.18 [Bifurcation of Obligations], if the Borrowers prepay a Loan prepayments permitted pursuant but fail to this Section 5.6.1 [Right to Prepay] specify the applicable Borrowing Tranche which the Borrowers are prepaying, the prepayment shall be applied applied, after giving effect to unpaid installments of principal of the Term allocations in the preceding sentence, first to Loans as directed by the(including Swing Loans) to which the Base Rate Option applies, then to Loans (including Swing Loans) which are not Optional Currency Loans to which the Eurocurrency Rate Option applies, then to Optional Currency Loans. Any prepayment hereunder shall be subject to the Borrowers’ Obligation to indemnify the Banks under Section 5.10 [Indemnity]. 5.6.2.